Common use of Release of Claims and Covenant Not to Xxx Clause in Contracts

Release of Claims and Covenant Not to Xxx. (a) In exchange for the Company providing Employee with the payment and benefits described above, Employee, on his own behalf and on behalf his heirs, executors, personal representatives, administrators and assigns (hereinafter collectively referred to as the “Releasers”), forever releases and discharges the Company and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns (including Wireless Telecom Group, Inc. and Noise Com), all of its and their employee benefit and/or pension plans or funds, and all of its and their past and present officers, directors, stockholders, agents, trustees, administrators, employees, managers, attorneys, insurers, reinsurers, contractors and assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), whether known or unknown, which Employee ever had, now has, or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Effective Date of this Agreement. i. Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Releasees from any and all waivable claims arising out of or alleged to be arising out of and in any way concerning Employee’s employment with the Company, the terms, conditions, and privileges of that employment, the termination of that employment and/or any and all violations and/or alleged violations of any federal, state and local fair employment practices or other laws by any of the Releasees for any reason and under any legal theory including but not limited to the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Occupational Safety and Health Act (“OSHA”),the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security of 1974, (“ERISA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Fair Labor Standards Act (“FLSA”), the Family and Medical Leave Act (“FMLA”) the Uniformed Services Employment and Reemployment Act (“USERRA”), the Fair Credit Reporting Act (“FCRA”), the Equal Pay Act of 1963 (the “EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act, the Civil Rights Act of 1991, the New Jersey Law Against Discrimination (“NJLAD”), the New Jersey Conscientious Employee Protection Act (“CEPA”), the New Jersey Fair Credit Reporting Act (“NJFCRA”), the New Jersey Wage and Hour Law, the New Jersey Workers’ Compensation Act, the New Jersey Temporary Disability Benefits and Family Leave Insurance Law, the New Jersey Discrimination in Wages Law, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, and the New Jersey Civil Rights Act, all as amended. ii. Employee also forever waives and releases all claims, whether accrued or unaccrued, real or perceived, liquidated or contingent, or known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, fraud, misrepresentation, negligence, estoppel, defamation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, or any other claim or tort arising under any federal, state or local law, statute, rule, regulation, ordinance, judicial decision and/or the United States or New Jersey constitutions, including any and all claims arising out of the terms and conditions of Employee’s employment the termination of such employment, the benefits and attributes of that employment, any of the events relating directly or indirectly to or surrounding that termination, and all claims for attorneys’ fees, costs, disbursements and/or the like. (b) Employee represents and warrants that: (i) he is the lawful owner of all claims released through this Agreement; (ii) he has the beneficial interest in the payment and benefits that he will receive under this Agreement; (iii) he has not assigned, and will not assign, any interest in any claim released through this Agreement; (iv) he has not filed, and is not and has not been subject to, a voluntary or involuntary bankruptcy petition in the past three (3) years; (v) he is not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement or the payment tendered or to be tendered under this Agreement. Employee agrees that the foregoing representations and warranties shall survive the execution, performance and consummation or termination of this Agreement. He also agrees that he will fully indemnify and hold the Releasees harmless to the extent any of the foregoing representations and warranties is or becomes untrue for any claims or damages, including attorneys’ fees, fines, costs, liquidated damages and punitive damages, asserted or awarded against any of the Releasees and, should it be determined that any bankruptcy trustee or other third party has a right to any payment made to him under this Agreement, he immediately will return to the Company an amount equivalent to the full value of the Severance Payment. (c) Employee warrants that he has not filed or initiated any complaint, charge, arbitration demand, grievance and/or administrative action against any of the Releasees in any federal, state or local court, in any administrative agency, or with any arbitration panel. He further agrees not to file any claim or lawsuit against any of the Releasees in any federal, state or local court concerning any claim, demand or cause of action released through this Agreement and not specifically excluded in Section 7 below. Should Employee file a lawsuit or commence an arbitration proceeding against the Releasees with any court or arbitration panel regarding any claim that is waived above and not excluded in Section 7 below, he agrees that he will be responsible to pay the legal fees and costs incurred by the Releasees in defending such suit and the nothing shall limit the Releasees’ rights to obtain restitution, repayment, recoupment or set off of any monies paid to Employee under this Agreement.

Release of Claims and Covenant Not to Xxx. (a) In exchange for the Company providing Employee with the payment and benefits described abovein the Agreement, Employee, on his own behalf and on behalf his heirs, executors, personal representatives, administrators and assigns (hereinafter collectively referred to as the “Releasers”), forever releases and discharges the Company and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns (including Wireless Telecom Group, Inc. and Noise Com), all of its and their employee benefit and/or pension plans or funds, and all of its and their past and present officers, directors, stockholders, agents, trustees, administrators, employees, managers, attorneys, insurers, reinsurers, contractors and assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), whether known or unknown, which Employee ever had, now has, or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Effective Date of this AgreementRelease. i. Without limiting the generality of the foregoing, this Agreement Release is intended to and shall release the Releasees from any and all waivable claims arising out of or alleged to be arising out of and in any way concerning Employee’s employment with the Company, the terms, conditions, and privileges of that employment, the termination of that employment and/or any and all violations and/or alleged violations of any federal, state and local fair employment practices or other laws by any of the Releasees for any reason and under any legal theory including but not limited to the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Occupational Safety and Health Act (“OSHA”),the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security of 1974, (“ERISA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Fair Labor Standards Act (“FLSA”), the Family and Medical Leave Act (“FMLA”) the Uniformed Services Employment and Reemployment Act (“USERRA”), the Fair Credit Reporting Act (“FCRA”), the Equal Pay Act of 1963 (the “EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act, the Civil Rights Act of 1991, the New Jersey Law Against Discrimination (“NJLAD”), the New Jersey Conscientious Employee Protection Act (“CEPA”), the New Jersey Fair Credit Reporting Act (“NJFCRA”), the New Jersey Wage and Hour Law, the New Jersey Workers’ Compensation Act, the New Jersey Temporary Disability Benefits and Family Leave Insurance Law, the New Jersey Discrimination in Wages Law, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, and the New Jersey Civil Rights Act, all as amended. ii. Employee also forever waives and releases all claims, whether accrued or unaccrued, real or perceived, liquidated or contingent, or known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, fraud, misrepresentation, negligence, estoppel, defamation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, or any other claim or tort arising under any federal, state or local law, statute, rule, regulation, ordinance, judicial decision and/or the United States or New Jersey constitutions, including any and all claims arising out of the terms and conditions of Employee’s employment the termination of such employment, the benefits and attributes of that employment, any of the events relating directly or indirectly to or surrounding that termination, and all claims for attorneys’ fees, costs, disbursements and/or the like. (b) Employee represents and warrants that: (i) he is the lawful owner of all claims released through this AgreementRelease; (ii) he has the beneficial interest in the payment and benefits that he will receive under this AgreementRelease; (iii) he has not assigned, and will not assign, any interest in any claim released through this AgreementRelease; (iv) he has not filed, and is not and has not been subject to, a voluntary or involuntary bankruptcy petition in the past three (3) years; (v) he is not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement Release or the payment tendered or to be tendered under this AgreementRelease. Employee agrees that the foregoing representations and warranties shall survive the execution, performance and consummation or termination of this AgreementRelease. He also agrees that he will fully indemnify and hold the Releasees harmless to the extent any of the foregoing representations and warranties is or becomes untrue for any claims or damages, including attorneys’ fees, fines, costs, liquidated damages and punitive damages, asserted or awarded against any of the Releasees and, should it be determined that any bankruptcy trustee or other third party has a right to any payment made to him under this the Agreement, he immediately will return to the Company an amount equivalent to the full value of the Severance Payment. (c) Employee warrants that he has not filed or initiated any complaint, charge, arbitration demand, grievance and/or administrative action against any of the Releasees in any federal, state or local court, in any administrative agency, or with any arbitration panel. He further agrees not to file any claim or lawsuit against any of the Releasees in any federal, state or local court concerning any claim, demand or cause of action released through this Agreement Release and not specifically excluded in Section 7 4 below. Should Employee file a lawsuit or commence an arbitration proceeding against the Releasees with any court or arbitration panel regarding any claim that is waived above and not excluded in Section 7 4 below, he agrees that he will be responsible to pay the legal fees and costs incurred by the Releasees in defending such suit and the nothing shall limit the Releasees’ rights to obtain restitution, repayment, recoupment or set off of any monies paid to Employee under this the Agreement.

Release of Claims and Covenant Not to Xxx. (a) In exchange for the Company providing Employee with the payment and benefits described above, Employee, on his his/her own behalf and on behalf his his/her heirs, executors, personal representatives, administrators and assigns (hereinafter collectively referred to as the “Releasers”), forever releases and discharges the Company and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns (including Wireless Telecom Group, Inc. and Noise Com), all of its and their employee benefit and/or pension plans or funds, and all of its and their past and present officers, directors, stockholders, agents, trustees, administrators, employees, managers, attorneys, insurers, reinsurers, contractors and assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), whether known or unknown, which Employee ever had, now has, or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the Effective Date of this Agreement. i. (i) Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Releasees from any and all waivable claims arising out of or alleged to be arising out of and in any way concerning Employee’s employment with the Company, the terms, conditions, and privileges of that employment, the termination of that employment and/or any and all violations and/or alleged violations of any federal, state and local fair employment practices or other laws by any of the Releasees for any reason and under any legal theory including but not limited to the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Occupational Safety and Health Act (“OSHA”),the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security of 1974, (“ERISA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Fair Labor Standards Act (“FLSA”), the Family and Medical Leave Act (“FMLA”) the Uniformed Services Employment and Reemployment Act (“USERRA”), the Fair Credit Reporting Act (“FCRA”), the Occupational Safety and Health Act (“OSHA”), the Equal Pay Act of 1963 (the “EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act, the Civil Rights Act of 1991, the New Jersey Law Against Discrimination (“NJLAD”), the New Jersey Conscientious Employee Protection Act (“CEPA”), the New Jersey Fair Credit Reporting Act (“NJFCRA”), the New Jersey Wage and Hour Law, the New Jersey Workers’ Compensation Act, the New Jersey Temporary Disability Benefits and Family Leave Insurance Law, the New Jersey Discrimination in Wages Law, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, and the New Jersey Civil Rights Act, all as amended., (ii. ) Employee also forever waives and releases all claims, whether accrued or unaccrued, real or perceived, liquidated or contingent, or known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, fraud, misrepresentation, negligence, estoppel, defamation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, or any other claim or tort arising under any federal, state or local law, statute, rule, regulation, ordinance, judicial decision and/or the United States or New Jersey constitutions, including any and all claims arising out of the terms and conditions of Employee’s employment the termination of such employment, the benefits and attributes of that employment, any of the events relating directly or indirectly to or surrounding that termination, and all claims for attorneys’ fees, costs, disbursements and/or the like. (b) Employee represents and warrants that: (i) he he/she is the lawful owner of all claims released through this Agreement; (ii) he he/she has the beneficial interest in the payment and benefits that he he/she will receive under this Agreement; (iii) he he/she has not assigned, and will not assign, any interest in any claim released through this Agreement; (iv) he he/she has not filed, and is not and has not been subject to, a voluntary or involuntary bankruptcy petition in the past three (3) years; (v) he he/she is not a debtor in any pending bankruptcy case; (vi) no receiver, bankruptcy trustee or other third party may assert a right to any claim released through this Agreement or the payment tendered or to be tendered under this Agreement. Employee agrees that the foregoing representations and warranties shall survive the execution, performance and consummation or termination of this Agreement. He He/she also agrees that he he/she will fully indemnify and hold the Releasees harmless to the extent any of the foregoing representations and warranties is or becomes untrue for any claims or damages, including attorneys’ fees, fines, costs, liquidated damages and punitive damages, asserted or awarded against any of the Releasees and, should it be determined that any bankruptcy trustee or other third party has a right to any payment made to him him/her under this Agreement, he he/she immediately will return to the Company an amount equivalent to the full value of the Severance Payment. (c) Employee warrants that he he/she has not filed or initiated any complaint, charge, arbitration demand, grievance and/or administrative action against any of the Releasees in any federal, state or local court, in any administrative agency, or with any arbitration panel. He He/she further agrees not to file any claim or lawsuit against any of the Releasees in any federal, state or local court concerning any claim, demand or cause of action released through this Agreement and not specifically excluded in Section 7 6 below. Should Employee file a lawsuit or commence an arbitration proceeding against the Releasees with any court or arbitration panel regarding any claim that is waived above and not excluded in Section 7 6 below, he he/she agrees that he he/she will be responsible to pay the legal fees and costs incurred by the Releasees in defending such suit and the nothing shall limit the Releasees’ rights to obtain restitution, repayment, recoupment or set off of any monies paid to Employee under this Agreement.