Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that: (a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990; (b) Executive understands the terms of this Release; (c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release; (d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release; (e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release; (f) following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and (g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.
Appears in 2 contracts
Samples: Separation Agreement (Allscripts Healthcare Solutions, Inc.), Separation Agreement (Allscripts Healthcare Solutions, Inc.)
Release of Age Discrimination Claims. In further consideration of Also included among the promises made claims knowingly and voluntarily waived and released by Company in the Agreement, Executive specifically WAIVES Employee pursuant to this Agreement are any and all rights in connection withage discrimination, and fully RELEASES and forever discharges the Released Parties fromretaliation, any and all tortsharassment, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising related claims under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with , the Texas Commission on Human Rights Act, the Older Workers Benefit Protection Act of 1990;
(b) Executive understands “OWBPA”), or any other federal, state, or local law. Employee and the terms Company acknowledge and agree that nothing in this Agreement shall apply to any claims under the ADEA or OWBPA that may arise after the date this Agreement is executed by Employee. Employee acknowledges that the Company provided him with a copy of this Release;
(c) the consideration provided Agreement in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing advance of his execution of this Release;Agreement and advised him by means of this written Agreement as follows:
(d) Company a. that Employee is hereby advising Executive in writing advised to consult with Executivean attorney of Employee’s attorney choosing prior to executing this ReleaseAgreement;
(e) Company is giving Executive b. that Employee has a period of at least forty-five (45) 21 calendar days within which to review and consider this ReleaseAgreement before executing it, and that if Employee signs this Agreement in less than twenty-one calendar days, then by doing so he voluntarily agreed to waive his right to the full twenty-one-day review period;
(f) c. that changes to this Agreement, whether material or immaterial, will not restart the running of the 21-day review period;
d. that for a period of seven days following the Employee’s execution of this Release Executive has seven Agreement (7) days in which to the “Revocation Period”), Employee may revoke this Release Agreement, and this Agreement shall not become effective or enforceable until the Revocation Period expires without Employee’s revocation (the “Effective Date”);
e. that during the Revocation Period, Employee may revoke this Agreement by providing written notice. To be effectivenotice of revocation sent by personal or courier delivery to the office of the Company’s Chief Executive Officer, the revocation must be made in writing and delivered to and so that it is received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline Revocation Period expires; and
f. that if Employee fails to sign this Agreement on or before the date that the 21-day review period expires, or if he revokes this Agreement before the expiration of the Revocation Period, this Agreement shall not become effective or enforceable and Employee will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses entitled to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under receive the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductConsideration.
Appears in 2 contracts
Samples: Separation and Release Agreement (Trecora Resources), Separation and Release Agreement
Release of Age Discrimination Claims. In further consideration of the promises made by the Company in the this Agreement, Executive you specifically WAIVES WAIVE any and all rights in connection with, and fully RELEASES RELEASE and forever discharges discharge the Released Parties Company from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ attorneys fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has you have or ever had (from the beginning of time through and including the date hereof) against any of the Released PartiesCompany, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive You further agrees agree that:
(ai) Executive’s your waiver of rights under this Release release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990;
(bii) Executive understands you understand the terms of this Releaserelease;
(ciii) the consideration provided in the Agreement Paragraph 2 represents consideration over and above that to which Executive you otherwise would be entitled, that the consideration would not have been provided had Executive you not signed this Releaserelease, and that the consideration is in exchange for the signing of this Releaserelease;
(div) the Company is hereby advising Executive you in writing to consult with Executive’s your attorney prior to executing this Releaserelease;
(ev) the Company is giving Executive you a period of at least fortytwenty-five (45) one days within which to consider this Releaserelease;
(fvi) following the your execution of this Release Executive has release you have seven (7) days in which to revoke this Release release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the PresidentPxxxxx X. Xxxxxxxx, Allscripts Healthcare SolutionsAssistant Corporate Counsel, Sun-Times Media Group, Inc., 000 Xxxxxxxxxxx Xxxx 300 Xxxxx Xxxxxxx, 00 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes you execute this Releaserelease. An attempted revocation not actually received by the President Mx. Xxxxxxxx before the revocation deadline will not be effective; and
(gvii) this entire Release Agreement shall be void and of no force and effect if Executive chooses you choose to so revoke, and, and if Executive chooses you choose not to so revoke, revoke this Release Agreement shall then become fully effective and enforceable. This Section 2 Paragraph 6(b) does not waive rights or claims that may arise under the ADEA after the date Executive signs you sign this ReleaseAgreement. In addition, nothing in this Release Agreement shall in any way affect Executive’s your right to the indemnification and expense advancement to the extent provided by CompanySun-Times’s operating agreement or other applicable policiesbylaws and Restated Certificate of Incorporation, as amended; provided, however, that the Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has you have not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policiesby-laws and Restated Certificate of Incorporation, or wherein Executive has you have committed any acts of fraud, embezzlement or gross misconduct.
Appears in 2 contracts
Samples: Termination Agreement (Sun-Times Media Group Inc), Termination Agreement (Sun-Times Media Group Inc)
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance accordance with the Older Workers Benefit Protection Act of 1990;, Executive acknowledges that he agrees to the release of all known and unknown claims as of the date of this Agreement, including expressly the waiver of any rights or claims arising out of the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. § 621, et seq., and in connection with such waiver:
(bi) Executive understands is hereby advised to consult with an attorney prior to signing this Agreement.
(ii) Executive shall have a period of twenty-one (21) days from the date of receipt of this Agreement in which to consider the terms of the Agreement. Executive may at his option execute this Release;Agreement at any time during the 21- day period. Executive acknowledges receipt of this Agreement as of October 20, 2017.
(ciii) Executive may revoke this Agreement at any time during the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
first seven (d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (457) days within which to consider this Release;
(f) following the execution of this Release Agreement, and this Agreement shall not be effective or enforceable until the seven-day period has expired. Executive may revoke this Agreement by notifying Xxxxx Xxxxx of the Company at Xxxxx.Xxxxx@xxx.xxx prior to the expiration of the 7-day period. This Agreement shall not become valid, effective or enforceable until the seven day period has expired, assuming that Executive has seven not previously revoked his assent to this Agreement (7) days in which to revoke this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and“Effective Date”).
(giv) Executive acknowledges and agrees that the consideration provided in this entire Release shall Agreement is in addition to anything of value that Executive would otherwise be void entitled to receive from the Company and of no force and effect if constitutes valid consideration in exchange for the releases set forth in this Agreement. Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) that may arise under the ADEA after the date Executive signs of this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall Agreement is executed are not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductwaived.
Appears in 2 contracts
Samples: Confidential Separation Agreement and Release of All Claims, Confidential Separation Agreement and Release of All Claims (PDL Biopharma, Inc.)
Release of Age Discrimination Claims. In further consideration With respect to the Associate’s release and waiver of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising claims under the Age Discrimination ADEA as described in Employment Act of 1967Section 4(a) above, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further the Associate agrees thatand acknowledges the following:
(ai) Executive’s waiver of rights under The Associate has reviewed this Release is knowing Agreement carefully and voluntary understands its terms and in compliance with the Older Workers Benefit Protection Act of 1990;
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have conditions. The Associate has been provided had Executive not signed this Releaseadvised, and that the consideration by this Agreement is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing again advised, to consult with Executivean attorney of the Associate’s attorney choice prior to executing entering into this Release;Agreement.
(eii) Company is giving Executive The Associate shall have twenty-one (21) days from receipt of this Agreement to consider and execute the Agreement by fully executing it below and returning it to Walmart; otherwise, the terms and provisions of this Agreement become null and void. The Associate agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original review period.
(iii) The Associate will have a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) calendar days in after Associate signs the Agreement during which to revoke the Agreement. The Associate must provide written notice of revocation during the seven (7) day period to Xxxxxx Xxxxxxx, Senior Vice President, Global Compensation and Organizational Effectiveness. Any revocation within this Release by period must expressly state, “I hereby revoke my Agreement.” The written notice. To be effective, the revocation must be made in writing and delivered to and received by the Xxxxxx Xxxxxxx, Senior Vice President, Allscripts Healthcare SolutionsGlobal Compensation and Organizational Effectiveness, Inc.or to her successor, 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on and be postmarked within seven (7) calendar days of the seventh day after Executive executes Associate’s execution of this ReleaseAgreement. An attempted revocation This Agreement will not actually received by the President before become effective or enforceable until the revocation deadline period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period will not be effective; andexpire until the next following day that is not a Saturday, Sunday, or legal holiday.
(giv) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive The Associate knows that she is waiving her rights or claims that may arise under the ADEA and does so voluntarily. The Associate realizes the waiver does not include any ADEA rights which may arise after the date Executive Associate signs this ReleaseAgreement. In additionBy signing this Agreement, nothing in the Associate acknowledges that she is receiving consideration that the Associate would not otherwise be entitled to receive.
(v) No payments or acceleration of equity pursuant to Section 2 of this Release Agreement shall in any way affect Executive’s right occur or be effective until after the Associate has executed and delivered this Agreement to indemnification and expense advancement to Walmart, the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liableabove-mentioned seven-day revocation period has expired, and shall not provide a defense and indemnification for any claim wherein Executive the Associate has not satisfied the applicable standard of conduct separated from employment as set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts Section 1 of fraud, embezzlement or gross misconductthis Agreement.
Appears in 2 contracts
Samples: Retirement Agreement, Retirement Agreement (Wal Mart Stores Inc)
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance accordance with the Older Workers Benefit Protection Act of 1990;, Executive acknowledges that he agrees to the release of all known and unknown claims as of the date of this Agreement, including expressly the waiver of any rights or claims arising out of the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. § 621, et seq., and in connection with such waiver:
(bi) Executive understands is hereby advised to consult with an attorney prior to signing this Agreement.
(ii) Executive shall have a period of twenty-one (21) days from the date of receipt of this Agreement, not counting the date on which he receives it, in which to consider the terms of the Agreement. Executive further acknowledges that if he signs this Release;Agreement before the end of the twenty-one (21) day period, it will be his personal, voluntary decision to do so and that he has not been pressured to make a decision sooner. By signing on any date prior to the expiration of the twenty-one (21) day period, Executive voluntarily elects to forego waiting the full twenty-one (21) days to sign the Agreement. Executive understands and agrees that any changes made following his original receipt of this Agreement, whether material or immaterial, do not restart the running of the 21-day consideration period.
(ciii) Executive may revoke this Separation Agreement at any time during the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
first seven (d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (457) days within which to consider this Release;
(f) following the execution of this Release Separation Agreement, and this Agreement shall not be effective or enforceable until the seven-day period has expired. Executive has seven (7) days in which to may revoke this Release Separation Agreement by written notice. To be effective, the revocation must be made notifying in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx X. Xxxxx, Xxxxx 0000Xxxxxxx Xxxxxxxxx, Xxxxxxx0000 Xxxxxx Xxxxxx Parkway, Xxxxxxxx 00000Suite 300, no later than 4:00 p.m. on Las Vegas, Nevada 89169, fax # 000.000.0000, prior to the seventh expiration of the 7-day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; andperiod.
(giv) Executive acknowledges and agrees that the consideration provided in this entire Release shall Agreement is in addition to anything of value that Executive would otherwise be void entitled to receive from the Company and of no force and effect if constitutes valid consideration in exchange for the releases set forth in this Agreement.
(v) Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) that may arise under the ADEA after the date Executive signs of this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall Agreement is executed are not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductwaived.
Appears in 1 contract
Release of Age Discrimination Claims. In further consideration of Employee acknowledges the promises made following:
4.5.1. This Agreement is written in a manner calculated to be understood by Company in the Agreement, Executive specifically WAIVES any and all rights in connection withEmployee, and fully RELEASES Employee in fact understands the terms, conditions and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes effect of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known this Agreement.
4.5.2. This Agreement refers to rights or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Workers’ Benefit Protection Act of 1990;Act.
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice4.5.3. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 Employee does not waive rights or claims that may arise under the ADEA after the date Executive signs this ReleaseAgreement is executed by Employee.
4.5.4. In additionEmployee is waiving rights or claims in exchange for consideration which is in addition to anything of value to which Employee is already entitled.
4.5.5. Employee is advised to consult with an attorney prior to executing the Agreement.
4.5.6. Employee has twenty-one (21) days in which to consider this Agreement before accepting, nothing in but need not take that long if Employee does not wish to. Employee acknowledges that any decision to execute this Release shall in any way affect Executive’s right to indemnification and expense advancement to Agreement before the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liabletwenty-one (21) days have expired was done so voluntarily, and not because of any fraud or coercion or improper conduct by the Company.
4.5.7. This Agreement allows a period of seven (7) calendar days following execution of the Agreement during which Employee may revoke this Agreement (“Revocation Period”). If revoked, (i) this Agreement will be revoked in full and void ab initio, as if it had never been entered into; (ii) any opportunity to receive the consideration and benefits provided under this Agreement shall not provide a defense terminate and indemnification for be forfeited; and (iii) any claim wherein Executive Employee obligations of Employee under the Employment Agreement is unaffected and remain in full force and effect.
4.5.8. Employee fully understands all of the terms of this Agreement and knowingly and voluntarily enters into this Agreement.
4.5.9. Employee has not satisfied been given this Agreement to consider on January 3, 2020 and any notice of acceptance or revocation must be made by Employee as specified in the applicable standard of conduct set forth in such operating agreement Notices Section below on or other applicable policiesbefore January 24, or wherein Executive has committed any acts of fraud2020, embezzlement or gross misconductwhich is at least twenty-one (21) days after this Agreement was provided to Employee.
Appears in 1 contract
Samples: Transition, Separation and Release Agreement (Ion Geophysical Corp)
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the AgreementTHIS RELEASE ALSO SPECIFICALLY WAIVES ALL OF EXECUTIVE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. sec. 621 et seq.), AS AMENDED, AND THE OLDER WORKER'S BENEFIT PROTECTION ACT, AS AMENDED. It is understood that Executive specifically WAIVES is not waiving any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising claims under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under that may arise after this Release is knowing and voluntary and executed. It is understood that Executive can waive rights or claims only in compliance with the Older Workers Benefit Protection Act exchange for consideration that is in addition to anything of 1990;
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that value to which Executive otherwise would be is already entitled, . Executive understands that he has been given the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing opportunity to consult with Executive’s his attorney and discuss the contents of this document and its meaning prior to executing this Release;
(e) Company is giving . Executive a period of at least forty-five (45) understands that he may consider his decision for 21 days within before signing this Release. Executive acknowledges that he was offered 21 days in which to consider this Release;
(f) following the execution of . If Executive signs this Release prior to the end of the 21-day time period, he certifies that, in accordance with 29 CFR sec. 1625.22 (e)(6), he knowingly and voluntarily decided to sign this Release after considering it less than 21 days and his decision to do so was not induced by NATCO through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the 21-day time period. Executive understands that he may revoke this Release at any time within 7 days after he signs it and that this Release shall not become effective or enforceable until the 7-day revocation period has seven (7) days in which expired. If Executive wishes to revoke this Release during the 7 days after signing it, he will do so by written notice. To be effectivesending notice of same to the attention of NATCO's General Counsel by fax (713/000-0000) and certified mail, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, return receipt requested (c/o NATCO Group Inc., 000 Xxxxxxxxxxx Xxxx XxxxxBrookhollow Central III, Xxxxx 0000000, 0000 X. Xxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000XX 77092). If after the passage of the 7-day period Executive does not intend to revoke this Release, no later than 4:00 p.m. on he shall execute and return the seventh day after attached statement evidencing his intent not to revoke this Release to NATCO's General Counsel as described above. Executive executes acknowledges and understands that the above-mentioned consideration will not be paid to him unless NATCO receives a properly executed original of the attached notice evidencing his intent not to revoke this Release. An attempted revocation Executive's initials following this paragraph evidence his understanding and voluntary waiver of all Claims against NATCO including, but not actually received by the President before the revocation deadline will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revokelimited to, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement those pursuant to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liable, Age Discrimination in Employment Act and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.Older Worker's Benefit Protection Act. Initials: __________
Appears in 1 contract
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990;
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) following Following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the Chief Executive Officer and President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the Chief Executive Officer and President before the revocation deadline will not be effective; and
(g) this This entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification indemnification, coverage and expense advancement to the extent provided by Company’s operating agreement or other applicable Company or insurance policies; provided, however, that Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.
Appears in 1 contract
Samples: Separation Agreement (Allscripts Healthcare Solutions, Inc.)
Release of Age Discrimination Claims. In further consideration of Employee acknowledges the promises made following:
3.6.1. This Agreement is written in a manner calculated to be understood by Company in the Agreement, Executive specifically WAIVES any and all rights in connection withEmployee, and fully RELEASES Employee in fact understands the terms, conditions and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes effect of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known this Agreement.
3.6.2. This Agreement refers to rights or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, claims arising under the Age Discrimination in m Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Workers' Benefit Protection Act of 1990;Act.
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice3.6.3. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 Employee does not waive rights or claims that may arise under the ADEA after the date Executive this Agreement is executed by Employee.
3.6.4. Employee is waiving rights or claims in exchange for consideration which is in addition to anything of value to which Employee is already entitled.
3.6.5. Employee is advised to consult with an attorney prior to executing the Agreement.
3.6.6. Employee has been given this Agreement to consider on February 21, 2023, and Employee has 21 days (i.e. until March 14, 2023) to consider this Agreement before accepting it (such period, the "Consideration Period"). Employee and the Company agree that any changes to this Agreement do not re-start the Consideration Period. To timely and properly accept the offer made by this Agreement, Employee must sign the Agreement on or after the Separation Date and prior to the last day of the Consideration Period.
3.6.7. This Agreement allows a period of7 calendar days following execution of the Agreement during which Employee may revoke this Agreement ("Revocation Period"). If revoked, (i) this Agreement will be revoked in full and void ab initio, as if it had never been entered into; and (ii) any opportunity to receive the Severance Benefits shall terminate and be forfeited.
3.6.8. Provided Employee timely signs and returns this Agreement to the Company, and does not revoke this Agreement, in each case, in accordance with the terms of this Section 3, the Agreement will become effective on the day immediately following the expiration of the Revocation Period (the "Effective Date"). For the avoidance of doubt, if Employee signs this Release. In additionAgreement before the Separation Date or after the last day of the Consideration Period, nothing or Employee revokes the Agreement, as provided in this Release Section 3, then the Agreement shall be automatically revoked and become null and void.
3.6.9. Any notice of acceptance or revocation must be made by Employee as specified in any way affect Executive’s right to indemnification the "Notices" Section below.
3.6.10. Employee fully understands all of the terms of this Agreement and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liable, knowingly and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductvoluntarily enters into this Agreement.
Appears in 1 contract
Samples: Separation and Release Agreement (Vaalco Energy Inc /De/)
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance accordance with the Older Workers Benefit Protection Act of 1990;, Employee acknowledges that he/she agrees to the release of all known and unknown claims as of the Effective Date of this Agreement, including expressly the waiver of any rights or claims arising out of the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. § 621, et seq., and in connection with such waiver:
(b1) Executive understands Employee is hereby advised to consult with an attorney prior to signing this Agreement.
(2) Employee shall have a period of twenty-one (21) days from the date of receipt of this Agreement in which to consider the terms of the Agreement. Employee may at their option execute this Release;Agreement at any time during the 21- day period. Employee acknowledges receipt of this Agreement as of August 15, 2020.
(c3) Employee may revoke this Agreement at any time during the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
first seven (d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (457) days within which to consider this Release;
(f) following the execution of this Release Executive Agreement, and this Agreement shall not be effective or enforceable until the seven-day period has expired. Employee may revoke this Agreement by notifying the Company’s General Counsel of the Company at Xxxxxxx.Xxxxxxx@xxx.xxx, or otherwise in writing, prior to the expiration of the 7-day period. The Effective Date of this Agreement will be the eighth (8th) day after Employee signs the Agreement, provided he/she has not revoked the Agreement within the seven (7) days in which to revoke day revocation period (the “Effective Date of this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; andAgreement”).
(g4) Employee acknowledges and agrees that the consideration provided in this entire Release shall Agreement is in addition to anything of value that Employee would otherwise be void entitled to receive from the Company and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, constitutes valid consideration in exchange for the releases set forth in this Release shall then become fully effective and enforceableAgreement. This Section 2 does not waive Employee understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) that may arise under the ADEA after the date Executive signs of this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall Agreement is executed are not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductwaived.
Appears in 1 contract
Release of Age Discrimination Claims. In further consideration of Employee acknowledges the promises made following:
4.5.1. This Agreement is written in a manner calculated to be understood by Company in the Agreement, Executive specifically WAIVES any and all rights in connection withEmployee, and fully RELEASES Employee in fact understands the terms, conditions and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes effect of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known this Agreement.
4.5.2. This Agreement refers to rights or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Workers’ Benefit Protection Act of 1990;Act.
(b) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice4.5.3. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 Employee does not waive rights or claims that may arise under the ADEA after the date Executive signs this ReleaseAgreement is executed by Employee.
4.5.4. In additionEmployee is waiving rights or claims in exchange for consideration which is in addition to anything of value to which Employee is already entitled.
4.5.5. Employee is advised to consult with an attorney prior to executing the Agreement.
4.5.6. Employee has twenty-one (21) days in which to consider this Agreement before accepting, nothing but need not take that long if Employee does not wish to. Employee and the Company agree that any changes to this Agreement do not re-start the twenty-one-day period. Employee acknowledges that any decision to execute this Agreement before the twenty-one (21) days have expired was done so voluntarily, and not because of any fraud or coercion or improper conduct by the Company Group.
4.5.7. This Agreement allows a period of seven (7) calendar days following execution of the Agreement during which Employee may revoke this Agreement (“Revocation Period”). If revoked, (i) this Agreement will be revoked in full and void ab initio, as if it had never been entered into; (ii) any opportunity to receive the Separation Benefits shall terminate and be forfeited; and (iii) any applicable Employee Obligations of Employee under the Confidentiality and Non-Compete Agreements or otherwise existing outside of this Release shall Agreement are unaffected and remain in any way affect Executive’s right to indemnification full force and expense advancement effect, to the fullest extent allowed by applicable law.
4.5.8. Employee fully understands all of the terms of this Agreement and knowingly and voluntarily enters into this Agreement.
4.5.9. Employee has been given this Agreement to consider on September 30, 2023 and any notice of acceptance or revocation must be made by Employee as specified in the Notices Section below on or after the Separation Date, but before October 21, 2023, the date twenty-one (21) days after this Agreement was provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductto Employee.
Appears in 1 contract
Samples: Separation and Release Agreement (Crown Castle Inc.)
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES understands and ------------------------------------ agrees that this Agreement is intended to and does release any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) claims he may have against any of the Released Parties, arising Releasees under the federal Age Discrimination in Employment Act or any similar state or local statute, law, ordinance or regulation prohibiting discrimination on the basis of 1967age. In this regard, Executive understands and agrees as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees thatfollows:
(a1) Executive’s waiver The terms reflected in this Agreement shall remain available to Executive for consideration for a period of rights under twenty- one (21) days from the day he receives this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990;Agreement.
(b2) Executive understands the terms of this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have has been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing advised to consult with Executive’s an attorney of his choice prior to executing signing this Release;Agreement.
(e3) Company is giving Executive shall have the right to revoke this Agreement for a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) days in which following his execution thereof by delivering written notice of revocation to revoke the Company through its agent, Xxx Xxxxxxx and/or Xxxx Xxxxxxxx, on or before the seventh (7th) day after he has signed this Release by written notice. To be Agreement.
(4) This Agreement shall become effective, enforceable and irrevocable upon the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and
expiration of seven (g7) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under the ADEA after days following the date Executive signs executes and delivers this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement Agreement to the extent Company, provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall Executive does not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.revoke this Agreement pursuant to Section 2.d.(3) above. ---------------
Appears in 1 contract
Release of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:
(a) Executive’s waiver of rights under this Release is knowing and voluntary and in compliance accordance with the Older Workers Benefit Protection Act of 1990;, Executive acknowledges that he agrees to the release of all known and unknown claims as of the Effective Date of this Agreement, including expressly the waiver of any rights or claims arising out of the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. § 621, et seq., and in connection with such waiver:
(b1) Executive understands is hereby advised to consult with an attorney prior to signing this Agreement.
(2) Executive shall have a period of twenty-one (21) days from the date of receipt of this Agreement in which to consider the terms of the Agreement. Executive may at his option execute this Release;Agreement at any time during the 21- day period. Executive acknowledges receipt of this Agreement as of August 15, 2019.
(c3) Executive may revoke this Agreement at any time during the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
first seven (d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (457) days within which to consider this Release;
(f) following the execution of this Release Agreement, and this Agreement shall not be effective or enforceable until the seven-day period has expired. Executive may revoke this Agreement by notifying the Company’s General Counsel of the Company at Gxxxxxx.Xxxxxxx@xxx.xxx, or otherwise in writing, prior to the expiration of the 7-day period. The Effective Date of this Agreement will be the eighth (8th) day after Executive signs the Agreement, provided he has not revoked the Agreement within the seven (7) days in which to revoke day revocation period (the “Effective Date of this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; andAgreement”).
(g4) Executive acknowledges and agrees that the consideration provided in this entire Release shall Agreement is in addition to anything of value that Executive would otherwise be void entitled to receive from the Company and of no force and effect if constitutes valid consideration in exchange for the releases set forth in this Agreement. Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) that may arise under the ADEA after the date Executive signs of this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company shall Agreement is executed are not be liable, and shall not provide a defense and indemnification for any claim wherein Executive has not satisfied the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconductwaived.
Appears in 1 contract
Release of Age Discrimination Claims. In further Also in consideration of the promises made by Company and understandings contained in the this Agreement, Executive EMPLOYEE hereby specifically WAIVES any and all rights in connection withreleases, and fully RELEASES waives, acquits and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demandsor suits for claims, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equityif any, which Executive has or ever had (from the beginning have arisen as of time through and including the date hereof) against any of the Released Parties, arising this Agreement under the Age Discrimination in Employment Act of 1967(ADEA), as amendedamended by the Older Workers Benefit Protection Act (OWBPA), 29 U.S.C. Secor under the age provisions of applicable state law. 621, et seq. (“ADEA”). Executive EMPLOYEE further agrees acknowledges having been advised by this writing that:
(a) Executive’s waiver of he is knowingly and voluntarily waiving and releasing any rights he may have under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990ADEA, as amended;
(b) Executive understands the terms consideration given for the waiver and release is in addition to anything of this Releasevalue to which he is or may have been entitled;
(c) the consideration provided in the Agreement represents consideration over this waiver and above release does not apply to any rights or claims that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing may arise after execution date of this ReleaseAgreement;
(d) Company is hereby advising Executive in writing he has the right to consult with Executive’s an attorney prior to before executing this ReleaseAgreement;
(e) Company is giving Executive a period of at least fortyhe has twenty-five one (4521) days within which to consider this ReleaseAgreement and no changes to this Agreement, whether material or immaterial, restart the 21 day period (although he may choose to voluntarily execute this Agreement earlier and doing so waives any right to review it for longer);
(f) following the execution of this Release Executive he has seven (7) days in which following the execution of this Agreement by the Parties to revoke this Release by the Agreement; and to effectuate EMPLOYEE’s revocation, WNR must receive written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, notice no later than 4:00 11:59 p.m. on the seventh (7th) day after Executive he executes this Release. An attempted revocation not actually received by Agreement at the following address: Xxxxxx Xxxxx, Vice President before the revocation deadline will not be effectiveHuman Resources, Western Refining, 0000 X. Xxxxxxxxxx, Suite 101, Tempe, AZ 85281; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive rights or claims that may arise under the ADEA after the date Executive signs this Release. In addition, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company Agreement shall not be liablebecome effective until the eighth (8th) day after he executes this Agreement, and shall not provide a defense and indemnification for any claim wherein Executive on the condition that he has not satisfied previously revoked the applicable standard of conduct set forth in such operating agreement or other applicable policies, or wherein Executive has committed any acts of fraud, embezzlement or gross misconduct.Agreement (“Effective Date”);
Appears in 1 contract
Release of Age Discrimination Claims. In further consideration Executive agrees and expressly acknowledges that this General Release includes a waiver and release of the promises made by Company in the Agreement, Executive specifically WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever, whether now known or unknown, in law or in equity, which claims that Executive has or ever had (from the beginning of time through and including the date hereof) against any of the Released Parties, arising may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Secsec. 621, et seq. (“"ADEA”"). Executive further agrees thatThe following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Agreement:
(a1) That this section and this Agreement are written in a manner calculated to be understood by Executive’s waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990;.
(b2) Executive understands The waiver and release of claims under the terms of ADEA contained in this Release;
(c) the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for the signing of this Release;
(d) Company is hereby advising Executive in writing to consult with Executive’s attorney prior to executing this Release;
(e) Company is giving Executive a period of at least forty-five (45) days within which to consider this Release;
(f) following the execution of this Release Executive has seven (7) days in which to revoke this Release by written notice. To be effective, the revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, no later than 4:00 p.m. on the seventh day after Executive executes this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective; and
(g) this entire Release shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release shall then become fully effective and enforceable. This Section 2 does not waive cover rights or claims that may arise under the ADEA after the date on which Executive signs this ReleaseAgreement.
(3) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(4) Executive is advised to consult an attorney before signing this Agreement.
(5) Executive is granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney.
(6) Executive may revoke this Agreement within seven (7) days of execution of the Agreement by Executive. Unless revoked by Executive, this General Release shall become irrevocable upon the expiration of such 7-day period ("Release Effective Date"). In additionthe event of such a revocation, nothing in this Release shall in any way affect Executive’s right to indemnification and expense advancement to the extent provided by Company’s operating agreement or other applicable policies; provided, however, that Company Executive shall not be liable, and shall not provide a defense and indemnification entitled to the consideration for any claim wherein Executive has not satisfied the applicable standard of conduct this General Release set forth in such operating agreement or other applicable policiesSections 2, or wherein Executive has committed any acts of fraud4, embezzlement or gross misconduct5, and 6.
Appears in 1 contract
Samples: Separation Agreement (Questcor Pharmaceuticals Inc)