Common use of Release of Claims Clause in Contracts

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 8 contracts

Samples: Employment Agreement (Senior Care Industries Inc), Employment Agreement (Senior Care Industries Inc), Employment Agreement (Assisted Living Concepts Inc)

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Release of Claims. In return for consideration of the benefits conferred execution and delivery of this Amendment by the Bank, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Bank arising under the Employment Loan Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the Loan Documents, Employee, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Borrowers hereby irrevocably releases and forever discharges Company the Bank and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessorssuccessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, representatives and insurersattorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all claimsClaims and any loss, actionscost, causes of actionliability, disputesdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, liabilities preparing for, defending against, providing evidence or damages, producing documents in connection with or taking other action in respect of any kindcommenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, which may now exist or hereafter may be discoveredUNANTICIPATED OR MISUNDERSTOOD DEFENSES, specifically includingCLAIMS, but not limited toCONTRACTS, any and all claimsLIABILITIES, disputesINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this AgreementWAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH BORROWER HEREBY WAIVES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 7 contracts

Samples: Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (which Employee acknowledges as the case may be) under Section 5 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his/her employment with the Company has no legal obligation to provide if Employee does not enter into this Agreement)or the Subsidiary or the termination thereof. Executive further agrees that, Employeeexcept for his/her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof, on behalf all demands, claims and causes of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsaction that Executive may have against, and each any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their pastaffiliates , present and future shareholdersor any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 6 contracts

Samples: Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, [Executive] for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or retirement plan because (iii) my right of Employee's prior employment indemnification as provided by, and in accordance with the terms of, the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER’s by-laws or a Company insurance policy providing such coverage, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEas any of such may be amended from time to time.

Appears in 6 contracts

Samples: Separation Agreement and General Release (Onconetix, Inc.), Employment Agreement (Blue Water Vaccines Inc.), Employment Agreement (Blue Water Vaccines Inc.)

Release of Claims. In return for Each of Borrower and the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)other Credit Parties hereby releases, Employeeremises, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquits and forever discharges Company each Lender, each Agent and its pastthe Issuing Bank (including any Person which is resigning or assuming such respective capacity) and each of their respective employees, present and future affiliatesagents, future parent companiesrepresentatives, subsidiariesconsultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and each of their pastrelated corporate divisions (collectively, present and future shareholders, officers, directors, employees, agents and insurersthe “Released Parties”), from any and all claims, actions, causes of action, disputesjudgments, liabilities executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or damagesunknown, direct or indirect, at law or in equity, of any whatever nature or kind, which may now exist whether heretofore or hereafter may arising, for or because of any manner of things done, omitted or suffered to be discovereddone by any of the Released Parties prior to and including the date of execution hereof, specifically including, but not limited to, and in any and all claims, disputes, actions, causes way directly or indirectly arising out of action, liabilities any or damages, arising from or relating in any way connected to Employee's employment with Company, this Amendment or the termination other Loan Documents (collectively, the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 9 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such employmentBorrower or any other Credit Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, except for any claim for payment or performance pursuant to the terms of this AgreementUNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH OF BORROWER AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 5 contracts

Samples: Revolving Loan Agreement (Esmark INC), Revolving Loan Agreement (Esmark INC), Revolving Loan Agreement (Esmark INC)

Release of Claims. In return for a. I unconditionally and irrevocably release the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsCompany, and each all of their past, its past and present and future shareholders, officers, directors, employees, agents and agents, representatives, assigns, attorneys, insurers, subsidiaries, affiliates, predecessors, benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Paragraph (hereinafter the “Released Parties”) from any and all known or unknown claims, charges, promises, actions, causes of actionor similar rights that I presently may have (“Claims”), disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, those relating in any and all claimsway to my employment, disputes, actions, causes of action, liabilities or damages, arising to my separation from or relating to Employee's employment with Company, or the termination of such employmentCompany as described in Paragraph 1 above, except for any claim for payment or performance pursuant to rights and claims expressly specified in Paragraph 2.b and the terms of this Agreementpayment(s) and benefits described in Paragraph 6. This includes a release includesof any rights or claims, but is not limited toif any, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might I may have under either federalthe Age Discrimination in Employment Act (“ADEA”), state or local law dealing with as amended, which prohibits age discrimination in employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, ; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination Civil Rights Act of 1991, which prohibits discrimination in Employment employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991, which requires equality in contractual relations without regard to race or national origin; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990, as amended, which prohibits discrimination against qualified individuals with disabilities; the Rehabilitation Act of 1973, which prohibits discrimination against the handicapped; the Employee Retirement Income Security Act, ; the Fair Labor Standards Act; the Family and Medical Leave Act; Executive Order 11246; the Genetic Information Nondiscrimination Act; the Federal Employers’ Liability Act; the Xxxxxxxx-Xxxxx Act; the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act; or any other federal, similar state laws, and any or local laws or regulations under such lawsprohibiting employment discrimination. This also includes a release shall not affect of any accrued rights Employee or claims I may have under the Worker Adjustment and Retraining Notification Act, its equivalent under state law, or any medical insurancesimilar law that requires, workers among other things, that advance notice be given of certain workforce reductions. This also includes a release of any rights or claims I may have for wrongful discharge; breach of contract, whether express or implied; termination of employment in violation of any public policy; any other tort or contract claim; any claim for labor protection, whether under conditions imposed by the Surface Transportation Board, its predecessor, or any labor agreement; any claim under any workers’ compensation law or retirement plan because any other claim for personal injury; and any other claim for relief of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany nature.

Appears in 5 contracts

Samples: Employment Separation Agreement, Employment Separation Agreement and Release (CSX Corp), Employment Separation Agreement and Release (CSX Corp)

Release of Claims. In return for I irrevocably and unconditionally release, acquit and discharge the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its pastofficers, present directors, employees and future agents, and all of its affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each all of their past, present and future shareholders, officers, directors, employeesemployees and agents (collectively, agents and insurers, the “Releasees”) from any and all claims, actions, claims or causes of action, disputessuits, liabilities or agreements, promises, damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actionscontroversies, causes contentions, differences, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever which I have ever had, now have or may have against the Releasees, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, liabilities omission, course or damagesthing whatsoever occurring up to the date this Release is signed by me, including without limitation, any claim arising from out of or relating related to Employee's my employment with Company, or the termination of such employment. I hereby waive any and all rights I may have, except directly or indirectly, now or at any time in the future of any nature, with respect to any claim, charge, or lawsuit, arising out of my employment and termination of employment up and through the date of the execution of this Release, including for purposes of obtaining any monetary award, reinstatement of employment or for any claim for payment or performance pursuant to the terms of equitable relief. I acknowledge that this Agreement. This release Release includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local laws prohibiting employment discrimination and all claims growing out of any legal restrictions on the Company’s right to terminate its employees including any common law dealing with employmentand/or breach of contract, contractwhistleblower, tort, wage or retaliation claims and hourall claims related to payment of compensation. This Release also specifically encompasses, or civil rights matterswithout limitation, includingall claims of employment discrimination based on race, but not limited tocolor, religion, sex, and national origin, as provided under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), all claims of discrimination based on age, as provided under the Age Discrimination in Employment ActAct of 1967, as amended, the Americans with Disabilities ActOlder Worker Benefit Protection Act ("ADEA"), all claims under the Employee Retirement Income Security Act (“ERISA”), all claims under the Family and Medical Leave Act (“FMLA”), all claims under the Fair Credit Reporting Act, similar all claims under the National Labor Relations Act, and all claims of employment discrimination under the Americans with Disabilities Act (“ADA”) under any law of the state lawsof Texas, including all claims but not limited to, the Texas Commission on Human Rights Act, (TCHRA”), The Texas Payday Act, and any regulations other applicable federal, state or local laws concerning my employment. I agree not to file any claim, charge or cause of action whatsoever against the Releasees concerning actions occurring during employment whether or not of an employment related matter. Notwithstanding the foregoing, I expressly do not waive any claims I may have (i) to enforce my rights to receive severance under such laws. This release shall not affect Section 6.4(a) of the Employment Agreement or my rights under Sections 4 and 5 of the Separation Agreement; (ii) to indemnification that I may have against any accrued rights Employee of the Releasees in connection with my service to the Company and its affiliates through the date of my termination of employment; or (iii) related to any coverage that I may have under any medical insurance, workers compensation directors and officers liability insurance policy maintained by the Company or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEits affiliates.

Appears in 5 contracts

Samples: Separation Agreement (Linn Energy, Inc.), Separation Agreement (Linn Energy, Inc.), Linn Energy, Inc.

Release of Claims. In return for the benefits conferred under the Employment Agreement (a) Each Loan Party hereby absolutely and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby unconditionally releases and forever discharges Company the Administrative Agent, each Lender, and its pastany and all participants, present and future affiliatesparent corporations, future parent companiessubsidiary corporations, subsidiariesaffiliated corporations, predecessorsinsurers, indemnitors, successors and assignsassigns thereof, and each together with all of their past, the present and future shareholdersformer directors, officers, directorsagents, employeesattorneys and employees of any of the foregoing (each, agents a “Releasee” and insurerscollectively, the “Releasees”), from any and all claims, actions, demands or causes of action, disputes, liabilities or damages, action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now exist be asserted or which may hereafter may be discovereddiscovered will affect in any manner the final, specifically includingabsolute and unconditional nature of the release set forth above. In connection with the releases set forth above, but not limited to, each Loan Party expressly and completely waives and relinquishes any and all claims, disputes, actions, causes of action, liabilities rights and benefits that it has or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance may ever have pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII Section 1542 of the Civil Rights Act Code of 1964the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the Age Discrimination in Employment Actmatters released herein. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, WHICH IF KNOWN BY HIM OR UNKNOWN, CONTINGENT HER MUST HAVE MATERIALLY AFFECTED HIS OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND HER SETTLEMENT WITH THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEDEBTOR.

Appears in 5 contracts

Samples: Forbearance Agreement, Credit Agreement and Waiver (Docusign Inc), Credit Agreement and Waiver (Docusign Inc)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive’s rights and the obligations of the Company or the Bank (which Employee acknowledges as the case may be) under Section 5 hereof, none of the Company, the Bank or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his/her employment with the Company has no legal obligation to provide if Employee does not enter into this Agreement)or the Bank or the termination thereof. Executive further agrees that, Employeeexcept for his/her rights and the obligations of the Company or the Bank (as the case may be) under Section 5 hereof, on behalf all demands, claims and causes of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsaction that Executive may have against, and each any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Bank or any of their pastaffiliates , present and future shareholdersor any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Bank (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 5 contracts

Samples: Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return Except solely for the benefits conferred under obligations of DBNY expressly set forth in this Amendment or the Employment Agreement DBNY Resignation and this Agreement Assignment Agreement, each of the Borrower and the other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”) which Employee acknowledges Company has no legal obligation any of them may have or claim to provide if Employee does have against DBNY (solely in its capacity as Administrative Agent, Swing Line Lender and Foreign Currency Fronting Lender (but not enter into this Agreementas a Lender)), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessors, successors affiliates and assigns, shareholders and each of their pastrespective agents, present and future shareholdersemployees, officers, directors, employeesrepresentatives, agents attorneys, successors and insurersassigns (in each case in its capacity as Administrative Agent, Swing Line Lender or Foreign Currency Fronting Lender (but not as a Lender), collectively, the “DB Released Parties”) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and DBNY and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any DB Released Parties with respect to any and all claimsof the foregoing described or released, actionswaived, causes acquitted and discharged Claims or from exercising any right of action, disputes, liabilities recoupment or damages, setoff that it may have under a master netting agreement or otherwise against any DB Released Party with respect to Obligations under the Loan Documents. Each of any kind, which may now exist or hereafter may the DB Released Parties shall be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms a third party beneficiary of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 4 contracts

Samples: Pledge and Security Agreement, Pledge and Security Agreement (Jarden Corp), Pledge and Security Agreement (Jarden Corp)

Release of Claims. In return for consideration for, and as a condition of the benefits conferred and other consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you are not enter into this Agreement)otherwise entitled, Employee, on behalf of Employee you hereby generally and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges completely release the Company and its pastdirectors, present and future affiliatesofficers, future parent companiesemployees, subsidiariesshareholders, partners, agents, attorneys, predecessors, successors successors, parent and assignssubsidiary entities, insurers, affiliates, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, assigns (collectively “Released Party”) from any and all claims, actionsliabilities and obligations, causes both known and unknown, that arise out of actionor are in any way related to events, disputesacts, liabilities conduct, or damages, omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating way related to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant ; (B) all claims related to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and applies to breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims that Employee might have under either for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state or state, and local law dealing with employmentstatutory claims, contractincluding (without limitation) claims for discrimination, tortharassment, wage and hourretaliation, attorneys’ fees, or civil rights matters, including, but not limited to, Title VII of other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment ActAct of 1967 (as amended) (“ADEA”), the Americans with Disabilities Actfederal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act, similar state lawsAct of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any regulations Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such lawsa claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release shall of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not affect include claims for workers’ compensation benefits. Excluded from this Agreement are any accrued rights Employee may have under claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any medical insurancestate or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, workers compensation however, any right to any monetary recovery or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother relief should the EEOC or any other agency pursue a claim on your behalf.

Appears in 4 contracts

Samples: Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc)

Release of Claims. In return exchange for the payment/benefits conferred under to Employee of the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration detailed in this Agreement), Employee, for and on behalf of Employee and Employee's ’s heirs, administrators, executors, administrators, successors and assigns, does hereby releases fully, forever, irrevocably and forever discharges Company unconditionally release and discharge NSM, including its past, past and present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, agents and insurersshareholders, from any representatives, attorneys, successors, assigns, and all claimspersons acting by, actionsthrough, causes under, or in concert with them (hereinafter collectively referred to as "Releasees"), for anything that has occurred up to the date of actionexecution of this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement of any employment or benefit plan or contract. This includes all claims, disputesdemands, actionsrights, liabilities, and causes of actionaction of every nature and description whatsoever, liabilities whether known or damagesunknown, arising from or relating to Employee's employment with Companywhether in tort, contract, statute, rule, ordinance, order, regulation, or the termination of such employmentotherwise, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includesincluding, but is not limited towithout limitation, any claims that Employee might have for reemployment arising under or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based upon Title VII of the Civil Rights Act, as amended; the Civil Rights Act of 19641991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, similar as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, as amended; the Equal Pay Act, as amended; the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state lawsconstitutions; any and all claims pursuant to federal, state or local statute or ordinance; any and all claims pursuant to contract, quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or whether developed or undeveloped, up through the date of Employee’s execution of this Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any regulations investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with any charges filed by Employee or by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any collective or class action under the Fair Labor Standards Act or similar or state or local law, and Employee agrees to opt-out of any such laws. This release shall not affect any accrued rights collective or class action against NSM, to which Employee may have under any medical insurance, workers compensation be or retirement plan because become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the SEC pursuant to Section 21F of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Exchange Act.

Appears in 4 contracts

Samples: Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. In return for partial consideration of the payments and benefits conferred under described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and this Agreement between [______] (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Executive”) and Xxxxx Hockey, Inc., a Vermont corporation (the “Company”), Employeeto which Executive agrees Executive is not entitled until and unless he executes this Release, Executive, for and on behalf of Employee himself and Employee's heirs, executors, administrators, successors his heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and forever discharges unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its past, present affiliates and future affiliates, future parent companiestheir respective shareholders, subsidiaries, predecessorssuccessors, successors and assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurers(collectively, from any and all claimsthe “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with laws pertaining to employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and hourthe Civil Rights Act of 1991, or civil rights matters, including, but not limited tothe Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsall as amended, and all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any regulations rights known or unknown that he may have against the Releasees under such lawsthese and any other laws relating to employment, compensation or related benefits. This release Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not affect include: (i) any accrued claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights Employee to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any medical insuranceother state of which any subsidiary or affiliate is a domiciliary, workers compensation or retirement plan because of Employee's prior employment with any indemnification agreement between Executive and the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 4 contracts

Samples: Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. In return Except for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into Lyft’s obligations contained in this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsClaimants, and each of their pastheirs, present executors, successors, affiliates, assigns, administrators, agents, representatives, and attorneys, hereby fully, finally, and forever release, acquit, and discharge, and agree not to file a lawsuit or take other legal or administrative action against, Lyft and/or any of its present, former, or future shareholderssuccessors, predecessors, parents, affiliates, subsidiaries, assigns, officers, directors, shareholders, employees, agents independent contractors, agents, and insurersattorneys, of and from any and all claims, actions, claims and causes of action, disputes, liabilities action arising from or damages, concerning the subject matter of any kind, which may now exist this Agreement that accrued on or hereafter may be discovered, specifically including, but not limited to, before the Effective Date (the “Released Claims”). Claimants hereby expressly and knowingly waive and relinquish any and all claims, disputes, actions, causes of action, liabilities rights that they have or damages, arising from or might have relating to Employee's employment with Companythe Released Claims under any statutes or common law principles of similar effect as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Claimants acknowledge that they may hereafter discover facts different from, or the termination of such employmentin addition to, except for any claim for payment or performance pursuant those which they now believe to be true with respect to the terms Released Claims above. Claimants agree that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such Released Claims. By executing this Agreement. This release includes, but is not limited to, any claims Claimants acknowledge that Employee might they have for reemployment or reinstatement or for additional compensation or benefits read and applies to claims fully understand the provisions of California Civil Code § 1542 and that Employee might they have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII been specifically advised by their counsel of the Civil Rights Act consequences of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family above waiver and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthis Agreement generally.

Appears in 3 contracts

Samples: Settlement Agreement and Release, Settlement Agreement and Release, Settlement Agreement and Release

Release of Claims. In return for You voluntarily and irrevocably release and discharge the benefits conferred under Company, each related or affiliated entity, employee benefit plans, and the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors successors, and assignsassigns of each of them, and each of their past, present respective current and future shareholders, former officers, directors, shareholders, employees, and agents and insurers, from (any and all of which are referred to as “Releasees”) generally from all charges, complaints, claims, actionspromises, agreements, causes of action, disputes, liabilities or damages, of and debts that relate in any kindmanner to your employment with or services for the Company, known or unknown (“Claims”), which may now exist or hereafter may be discoveredyou have, specifically includingclaim to have, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyever had, or ever claimed to have had against any of the termination of such employment, except for any claim for payment or performance pursuant to Releasees through the terms of date on which you execute this Agreement. This general release of Claims includes, but is not limited towithout implication of limitation, any claims that Employee might have for reemployment or reinstatement or for additional all Claims related to the compensation or benefits and applies provided to claims that Employee might have under either federalyou by the Company, state or local law dealing with your decision to resign from your employment, contractyour termination from the Company, tortyour resignation from directorships, wage offices and hourother positions with the Company, or civil rights mattersyour activities on behalf of the Company, including, but not limited towithout implication of limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under the common law or any statute or constitutional provision (including, without implication of limitation, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Family and Medical Leave ActEmployment Agreement, similar state lawsany equity award/grant agreements (of whatever name or kind), and any regulations shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under such the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released as a matter of law. This release shall You represent you have not affect assigned to any accrued rights Employee may third party and you have under not filed with any medical insurance, workers compensation agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 3 contracts

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

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Relmada Therapeutics, Inc. (the “Company”) and this Agreement me dated as August 5, 2015 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 3 contracts

Samples: Relmada Therapeutics, Inc., Relmada Therapeutics, Inc., Relmada Therapeutics, Inc.

Release of Claims. In return Except as otherwise set forth in this Agreement, in exchange for the benefits conferred consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employee, on behalf of Employee you hereby generally and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges completely release the Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorssuccessors, successors predecessors and assignsaffiliates, and each of its and their past, present and future shareholdersdirectors, officers, directors, employees, agents shareholders, agents, attorneys, insurers, affiliates and insurersassigns, from any and all claims, actionsliabilities and obligations, causes both known and unknown, that arise out of actionor are in any way related to events, disputesacts, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyconduct, or omissions occurring at any time prior to and including the termination of such employment, except for any claim for payment or performance pursuant to the terms of date you sign this Agreement. This general release includes, but is not limited to, : (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims that Employee might have for reemployment or reinstatement or for additional related to your compensation or benefits and applies to benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims that Employee might have under either federal, state or local law dealing with employment, for breach of contract, tortwrongful termination, wage and hour, or civil rights matters, including, breach of the implied covenant of good faith and fair dealing (including but not limited toto claims arising under or based on the Employment Agreement); (d) all tort claims, Title VII including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment ActAct (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the above, you do not release the Company from any obligation to indemnify you pursuant to contract, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state Company’s articles or by-laws, and or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any regulations under such laws. This other person or entity, against the Company or any other person or entity subject to the release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEgranted in this paragraph.

Appears in 3 contracts

Samples: And Inventions Agreement (Vaxgen Inc), Information and Inventions Agreement (Vaxgen Inc), Certain (Vaxgen Inc)

Release of Claims. In return consideration for the benefits conferred under payment of the Employment Agreement Settlement Amount, as well as for other good and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)valuable consideration, Employeethe Named Plaintiffs, individually and as the duly authorized agents for the Collective Action Opt-In Plaintiffs in the Action, on behalf of Employee both the Named Plaintiffs, the Collective Action Opt-In Plaintiffs, and Employee's their dependents, heirs, executors, administrators, successors legal and/or personal representatives, successors, assigns and assignsagents, do hereby releases knowingly, voluntarily, unconditionally and irrevocably release and forever discharges Company discharge Xxxxxxxxx, Xxxx Chierchio, DiMiceli, Xxxx Xxxxxx, RCI, Liquid Plumbing Corp., Affinity Human Resources, LLC and its pasteach and every one of their divisions, present and future affiliates, future parent companies, subsidiaries, parents, franchisors, corporations under common ownership or control, related business entities, predecessors, successors and successors, management companies, assigns, and each of their past, present and future shareholders, officers, directors, trustees, employees, agents and insurersagents, shareholders, members, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (hereinafter referred to collectively as the “Releasees”), from any and all claims, actionsknown or unknown, causes of actionsuspected or unsuspected, disputesasserted or unasserted, liabilities or damagesarising under the FLSA, of any kindthe NYLL, which may now exist or hereafter may be discovered, specifically including, including but not limited toto the NYS Wage Theft Prevention Act, and any and all claimsother statutory, disputesregulatory and/or common law claims for alleged unpaid wages, actionsunpaid minimum wages, causes of actionunpaid overtime wages, liabilities or other compensation, liquidated damages, arising statutory damages and/or penalties, interest, costs and attorney’s fees, based upon any conduct occurring from or relating to Employee's employment with Company, or the termination beginning of such employment, except for any claim for payment or performance pursuant the world to the terms date of execution of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of To the Civil Rights Act of 1964fullest extent permitted by law, the Age Discrimination Named Plaintiffs and the Collective Action Opt-In Plaintiffs promise not to xxx or bring any charges, complaints or lawsuits related to the claims hereby waived and released against the Releasees in Employment Actthe future, individually or as members of a class or collective action. This waiver, release and promise not to xxx is binding upon the Americans with Disabilities Act, Named Plaintiffs and the Family and Medical Leave Act, similar state lawsCollective Action Opt- In Plaintiffs, and any regulations under such lawsupon each of their respective heirs, legal representatives and assigns. This release The provisions of this Paragraph (3) shall not affect apply to any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEOpt-Out Plaintiffs.

Appears in 3 contracts

Samples: Settlement Agreement, Settlement Agreement, Settlement Agreement

Release of Claims. In return for consideration of and subject to the benefits conferred performance by the Company and its subsidiaries and affiliates of its obligations under Section 10 of the Employment Agreement Agreement, entered into effective as of March 5, 2019 between you the Company, you agree on your own behalf and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee anyone claiming rights through you, to fully and Employee's heirsfinally release, executors, administrators, successors and assigns, hereby releases waive and forever discharges Company discharge the Company, its subsidiaries and its past, present and future other affiliates, future parent companiessuccessors, subsidiaries, predecessors, successors past and assigns, and each of their past, present and future shareholders, officers, directors, committees, employees, agents and insurers, agents, attorneys, associates and employee benefit plans (collectively “Released Parties”) from any and all claims, actions, demands or causes of actionaction arising out of facts or occurrences before and as of the date of this Release, disputeswhether known or unknown to you; however, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but you are not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising prohibited from or relating to Employee's employment with Company, or the termination of such employment, except pursuing claims for any claim for payment or performance pursuant employee benefit vested and accrued in your favor as of your Termination Date. You agree that this Release is intended to be broadly construed so as to resolve any pending and potential disputes between you and the Released Parties that you have up to the terms date of your acceptance of this Agreement. This release includesRelease, but is not limited to, any claims that Employee might have for reemployment whether such disputes are known or reinstatement or for additional compensation or benefits and applies unknown to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersyou, including, but not limited to, Title VII claims based on express or implied contract; any administrative agency action or proceeding to the extent allowed by law; any action arising in tort, including, but not limited to interference with contractual or business relationships, breach of the Civil Rights Act fiduciary duty, promissory or equitable estoppel, invasion of 1964privacy, libel, slander, defamation, intentional infliction of emotional distress, or negligence; any or all claims for wrongful discharge, breach of a covenant of good faith and fair dealing; and any and all claims including but not limited to those based on the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Civil Rights Act of 1991, the Employment Retirement Income Security Act, the Family and Medical Leave Act, similar the Americans With Disabilities Act, the State of Minnesota Human Rights Act, other applicable state laws, human rights laws and any regulations under such lawsother applicable federal, state, local or foreign law, regulation, ordinance or order. This The above release shall of claims does not affect include any accrued rights Employee claims that the law does not allow to be waived or any claims that may arise after the date you sign this Release, nor does it prohibit you from filing any charge or complaint with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”). Notwithstanding the foregoing, you release and waive any right you may have under to obtain monetary relief or compensation awarded by the EEOC. You further agree to not voluntarily assist or participate in any medical insurancelawsuits brought by other individuals against the Released Party, workers compensation unless such assistance is requested by the Company or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Released Party.

Appears in 3 contracts

Samples: Employment Agreement (Agiliti, Inc. \De), Employment Agreement (Agiliti, Inc. \De), Employment Agreement (Agiliti, Inc. \De)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Qualifying Termination. Additionally, upon any such Qualifying Termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (which Employee acknowledges as the case may be) under Section 4 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his employment with the Company has no legal obligation or the Subsidiary or the termination thereof. Executive further agrees that, except for his rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to provide if Employee does not enter into this Agreement)recover any payments, Employeedamages, on behalf liabilities or other amounts of Employee and Employee's heirsany kind or nature whatsoever from, executorsthe Company, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future the Subsidiary or any of their affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each or any of their past, present and future shareholdersrespective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 4 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment ​ -8- ​ ​ ​ ​ ​ employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbe satisfied unless and until he executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

Appears in 3 contracts

Samples: Change in Control Severance Compensation Agreement (First Foundation Inc.), Change in Control Severance Compensation Agreement (First Foundation Inc.), Change in Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return for consideration for, among other terms, the benefits conferred under the Employment Agreement and this Agreement (Termination Benefits, to which Employee acknowledges Company has no legal obligation to provide if Employee does you otherwise would not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, and each of its and their past, present current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and insurers, personal capacities (collectively referred to as the "Releasees") generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown, liabilities or damagesthat, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, but is not limited without limitation, all Claims for or relating to, any : your employment by and termination from the Company; wrongful discharge; breach of contract; retaliation or discrimination claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII (including without limitation claims of the Civil Rights Act of 1964, age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, the Americans with Disabilities Actbonuses, the Family incentive compensation, vacation pay or any other compensation or benefits; and Medical Leave Actfor damages of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages and any regulations under such laws. This attorneys fees; provided, however, that this release shall not affect your rights under this Agreement. You agree that you shall not seek or accept reinstatement with, damages of any accrued rights Employee may nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have under not heretofore assigned to any medical insurance, workers compensation third party and you have not heretofore filed with any agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Bluegreen Corp), Employment Agreement (Bluegreen Corp), Employment Agreement (Bluegreen Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) and Xxxxxxxxx Xxxxxx Xxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect any accrued rights Employee may have under any medical insurance, workers compensation timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or retirement plan because before the date that is sixty (60) days following the date of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEmy termination of employment.

Appears in 3 contracts

Samples: Employment Agreement (Vistra Energy Corp), Employment Agreement (Vistra Energy Corp), Employment Agreement (Energy Future Competitive Holdings Co LLC)

Release of Claims. In return consideration for entering into this agreement, the benefits conferred sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Bank arising under the Employment Loan Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the Loan Documents, Employee, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Borrowers hereby irrevocably releases and forever discharges Company the Bank and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessorssuccessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, representatives and insurersattorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all claimsClaims and any loss, actionscost, causes of actionliability, disputesdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, liabilities preparing for, defending against, providing evidence or damages, producing documents in connection with or taking other action in respect of any kindcommenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, which may now exist or hereafter may be discoveredUNANTICIPATED OR MISUNDERSTOOD DEFENSES, specifically includingCLAIMS, but not limited toCONTRACTS, any and all claimsLIABILITIES, disputesINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this AgreementWAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH BORROWER HEREBY WAIVES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 3 contracts

Samples: Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Exxx X. Xxxxxxxx XXX for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement (as defined below), (ii) any claims that cannot be waived by law, (iii) any claims relating to any vested benefits or retirement plan because rights as a shareholder of Employee's prior employment the Company, or (iv) my right of indemnification as provided by, and in accordance with the terms of, the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER’s by-laws, KNOWN OR UNKNOWNthe Employment Agreement or a Company insurance policy providing such coverage, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEas any of such may be amended from time to time.

Appears in 2 contracts

Samples: Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.)

Release of Claims. In return for Except as provided below, the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and future shareholdersthe current and former members, partners, directors, officers, directorsshareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (collectively, liabilities “Claims”) that, as of the date when the Executive signs this Release, he has, ever had, now claims to have or damagesever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of any kindlimitation, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: • relating to Employee's the Executive’s employment by and termination from employment with Company, the Company or the termination any related entity; • of such employment, except for any claim for payment wrongful discharge or performance pursuant to the terms violation of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment public policy; • of breach of contract; • of discrimination or reinstatement or for additional compensation or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding anything to the contrary contained in this Release, Section 2 of this Release does not include and will not preclude: (a) Executive’s rights or claims under the Agreement to receive Termination Benefits and Accrued Obligations; (b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the execution of this Release; (d) any claims or rights Executive may have to any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the “Plans”), subject to the terms of the Plans, including, but not limited to, the Age Discrimination in Employment ActCompany’s 2015 Stock Incentive Plan and/or the Equity Documents, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsor any subsequently adopted incentive compensation plan, and applicable equity Award agreements; (e) any regulations under such laws. This release shall not affect any accrued rights Employee and/or claims Executive may have under any medical insurancethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; (h) rights, workers compensation if any, to defense and indemnification from the Company or retirement plan because its insurers for actions taken by Executive in the course and scope of Employee's prior Executive’s employment with the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWNincluding, CONTINGENT OR LIQUIDATEDbut not limited to, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany claims or rights under the Indemnification Agreement; or (i) any rights and/or claims Executive may have as a shareholder of the Company.

Appears in 2 contracts

Samples: Release of Claims (Chiasma, Inc), Release of Claims (Chiasma, Inc)

Release of Claims. In return for Executive understands that the severance benefits conferred described in this Section 3 are the only severance benefits to which Executive may be entitled following termination of Executive’s employment under the Employment Agreement circumstances described herein. Executive acknowledges and agrees that Executive shall not be eligible for any of the severance benefits described in this Agreement Section 3 unless Executive signs and returns to the Company a valid, non-revocable waiver and general release of claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeeas presented to Executive by the Company in the form requested by the Company within 45 calendar days ‎following Executive’s Date of Termination and any applicable revocation period expires without revocation. If the Release consideration and ‎revocation periods span two calendar years, on behalf of Employee and Employee's heirsno payments under Section 3 hereof shall ‎commence until the second calendar year‎. The Release shall, executorsamong other things, administrators, successors and assigns, hereby releases and forever discharges release the Company and its past, present subsidiaries and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, their/its current and each of their past, present former directors and future shareholders, officers, directors, employees, agents and insurersfrom all claims, from known or unknown, arising prior to the effective date of the Release that Executive asserted and/or could have asserted against any and all claimsof them, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, to any and all claims, disputes, actions, causes claims arising out of action, liabilities or damages, arising from or relating to Employee's Executive’s employment with the Company, or the termination of such employment, except . Executive also acknowledges and agrees that Executive shall not be eligible for any claim for payment or performance pursuant to of the severance benefits described in this Section 3 unless Executive at all times remains in compliance with the terms of this Agreement. This release includesAgreement and any non-disclosure, but is not limited tonon-solicitation, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hournon-competition, or civil non-disparagement obligations towards the Company under any law or agreement. Notwithstanding anything to the contrary in this Agreement, Executive shall not be obligated to release, (i) any rights mattersof Executive to receive from the Company accrued and unpaid base salary, includingearned or vested incentive compensation, but not limited toout of pocket expense reimbursement, Title VII or accrued, unused vacation owed to Executive, (ii) any vested equity rights, (iii) any obligations of the Civil Rights Act Company to pay any severance amounts, if applicable, pursuant to this Agreement, (iv) any claim which cannot be waived as a matter of 1964law, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and or (v) any regulations under such laws. This release shall not affect any accrued rights Employee may have of indemnification or coverage under any medical insuranceinsurance policy, workers compensation corporate document or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany statutory or common law.

Appears in 2 contracts

Samples: Executive Severance and Retention Agreement (Methode Electronics Inc), Executive Severance and Retention Agreement (Methode Electronics Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby The Executive voluntarily releases and forever discharges the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and successors, assigns, and each of their pastcurrent and former members, present and future shareholdersequity holders. partners, directors, officers, directors, employees, agents representatives, attorneys, agents, subsidiaries and insurersall persons acting by, through, under or in concert with any of the foregoing (any and all of whom or which are hereinafter referred to as the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, disputessuits, liabilities or damagesrights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any kindnature whatsoever, which may known or unknown (collectively, “Claims”) that the Executive now exist has, owns or hereafter may be discoveredholds, specifically includingor claims to have, but not limited toown, or hold, or that she at any and time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of Claims includes, without implication of limitation, the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: · relating to Employee's the Executive’s employment by and retirement from employment with the Company, ; · of wrongful discharge; · of breach of contract; · of retaliation or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; · under any other federal or state statute, to the Age Discrimination fullest extent that Claims may be released; · of defamation or other torts; · of violation of public policy; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. · In granting the release herein, Executive understands that this Agreement includes a release of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that she has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in Employment Acthis or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the Americans with Disabilities Act, the Family debtor.” Executive hereby expressly waives and Medical Leave Act, similar state laws, relinquishes all rights and benefits under that section and any regulations under such laws. This law of any jurisdiction of similar effect with respect to the release shall not affect of any accrued rights Employee unknown or unsuspected claims Executive may have under against the Company or any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEReleasee.

Appears in 2 contracts

Samples: Agreement of Employment (Ocera Therapeutics, Inc.), Agreement of Employment (Ocera Therapeutics, Inc.)

Release of Claims. In return consideration for the benefits conferred provided hereunder and under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Merger Agreement), Employeeeffective as of the consummation of the Merger, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Stockholders do hereby releases release and forever discharges Company discharge (the "Release") HOVRS, the Surviving Corporation and its past, present Acquirer and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, affiliates and agents and insurers, (the "Released Parties") from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, contracts, agreements, promises, liability, claims, demands, damages, attorneys' fees or expense, of any nature whatsoever, known or unknown, fixed or contingent, arising out of or related to the ownership of securities of HOVRS by the undersigned holders or by reason of the undersigned holders' status as holders of the capital stock of HOVRS (other than actions, causes of action, disputesin law or in equity, liabilities or suits, contracts, agreements, promises, liability, claims, demands, damages, attorneys' fees or expenses to the extent they arise pursuant to or in connection with the Merger, the Merger Agreement and the other Merger Documents). Stockholder hereby expressly waives any rights or benefits available under the provisions of any kindSection 1542 of the California Code, which is quoted as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR." Stockholder fully understands the statutory language of said section and nevertheless elects to and hereby does release each of the Released Parties from all claims it may now exist have against any of them, whether known or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesunknown, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII subject matter of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsRelease, and specifically waives any regulations under such laws. This release shall not affect any accrued rights Employee which it may have under said section. Stockholder fully understands that if the facts with respect to this Release are found hereafter to be other than or different from the facts now believed to be true, it expressly accepts and assumes the risk of such possible difference in fact notwithstanding any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuch differences.

Appears in 2 contracts

Samples: Lock Up and Registration Rights Agreement (Goamerica Inc), Lock Up and Registration Rights Agreement (Goamerica Inc)

Release of Claims. In return The Borrower and the Guarantors, each for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)itself, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their pastall those at interest therewith (collectively, present the “Releasing Parties”), jointly and future shareholdersseverally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Lender and its officers, directors, shareholders, employees, agents agents, counsel, successors, assigns, representatives, affiliates and insurers, insurers (sometimes referred to below collectively as the “Released Parties”) and all those at interest therewith of and from any and all claims, actions, causes of action, disputesliabilities, liabilities or damages, costs (including, without limitation, attorneys’ fees and all costs of any kindcourt or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which may now exist the Releasing Parties have or hereafter may be discoveredhave arising out of any act, specifically includingoccurrence, but not limited totransaction or omission occurring from the beginning of time to the date of this Amendment if related to the Note, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, the Credit Agreement or the termination other Loan Documents or any actions taken by any of such employmentthe Released Parties in connection therewith (the “Released Claims”), except for any claim for payment or performance pursuant the future duties and obligations of the Lender under the Loan Documents and the future rights of the Borrower and the Guarantors to their respective funds on deposit with the Lender shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. The release of claims set forth in this paragraph 23 is a material inducement to the terms of Lender’s willingness to enter in this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits Amendment and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of extend the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEForbearance Period.

Appears in 2 contracts

Samples: Forbearance Agreement (Brushy Resources, Inc.), Forbearance Agreement (Lilis Energy, Inc.)

Release of Claims. In return for consideration of the payments and benefits conferred under the Employment Agreement described in Section 2 hereof, to which Executive agrees Executive is not entitled until and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee unless Executive executes and does not enter into revoke this Agreement), EmployeeExecutive, for and on behalf of Employee himself and Employee's his heirs, executors, administrators, successors administrators and assigns, hereby waives and releases any and forever discharges all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its pastrespective predecessors, successors, past or present and future parents or subsidiaries, affiliates, future parent companiesinvestors, subsidiariesbranches or related entities (collectively, predecessorsincluding the Company, successors and the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurersin their respective capacities as such (collectively with the Entities, from any and all claimsthe “Releasees”) by reason of circumstances, actionsacts or omissions which have occurred on or prior to the date that this Agreement becomes effective, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, (a) any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either (i) federal, state or local law dealing with laws pertaining to employment or termination of employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and houras amended, or civil rights mattersthe Civil Rights Act of 1991, includingas amended, but not limited tothe Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities ActEqual Pay Act of 1963, as amended, the Family and Medical Leave Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, similar as amended, the Executive Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state lawsor local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Agreement, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any regulations under such other laws. This release shall Notwithstanding the foregoing, Executive does not affect release, discharge or waive: any accrued rights Employee to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any medical insuranceother state of which any such subsidiary or affiliate is a domiciliary, workers compensation the Employment Agreement or retirement plan because any indemnification agreement between Executive and the Company; any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may have in his capacity as a stockholder of Employee's prior employment with the Company; any rights he may have to enforce the vested terms of any equity or other incentive agreement previously provided to him; any rights he may have to the Accrued Obligations under the Employment Agreement and severance benefits describe in Section 2 hereof. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe Executive acknowledges that he has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDdemand, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcause of action, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor other matter covered by this Section 3.

Appears in 2 contracts

Samples: Separation and Release Agreement (Cognition Therapeutics Inc), Separation and Release Agreement (Cognition Therapeutics Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Releasor hereby releases and forever discharges Company each and its past, present every Releasee of and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, demands, actions, causes of action, disputesdamages and liabilities (all hereinafter referred to as “claims”), liabilities whether or damagesnot now known, of any kindsuspected or claimed, which Releasor ever had, now has, or may now exist hereafter claim to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or hereafter may be discoveredcondition of such employment, specifically includingthe termination of that employment, or her opportunity for employment following the Severance Date. This release of claims is expressly intended to, and does, extend to and include, but is not limited to, claims under: Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any and all claimsother federal, disputesstate or local statutes, actions, causes ordinances or regulations prohibiting any form or forms of action, liabilities or damages, arising from or discrimination in employment and/or relating to Employee's employment with Company, or the termination payment of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementwages and benefits. This release also extends to and includes, but is not limited to, any claims by Xxxxx for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that Employee might have for reemployment nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or reinstatement retaliation with the Equal Employment Opportunity Commission (EEOC), or for additional compensation or benefits and applies to claims that Employee might have under either federal, any of its state or local law dealing deferral agencies, or participating in in any investigation by the EEOC or any of its state or local deferral agencies. Further, it is expressly understood that nothing in this Agreement shall be construed to be a waiver by Releasor of any benefit that vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any by-law, agreement or charter document of Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the past, Releasor will not seek or accept personal relief in connection with such charge, claim, civil action, suit or other legal proceeding. Safeway on behalf of itself and all individuals or entities that may claim through it hereby releases and forever discharges Xxxxx and all of her assigns, executors, administrators (“Xxxxx Releasees”) of and from any and all claims, demands, actions, causes of actions, damages and liabilities (all hereinafter referred to as to “Claims”), whether or not now known, suspected or claimed that Safeway ever had, now has, or may hereafter claim to have had against any Xxxxx Releasees relating in any way to Xxxxx’x employment with Safeway, any status or term of her employment, contractthe termination of that employment, tort, wage and hourher duties on behalf of Safeway at any time, or civil rights matters, including, but not limited to, Title VII of her opportunity for employment following the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsSeverance Date. This release is expressly intended to, and does, extend to and include all claims of any nature at law or in equity since the beginning of time. However, such Release shall not affect include any accrued rights Employee may have under claim which results after the effective date of this Agreement or based on any medical insurance, workers compensation or retirement plan because claimed breach of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthis Agreement.

Appears in 2 contracts

Samples: Separation Agreement (Safeway Inc), Separation Agreement (Safeway Inc)

Release of Claims. In return for Except as provided below, the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and future shareholdersthe current and former members, partners, directors, officers, directorsshareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (collectively, liabilities “Claims”) that, as of the date when the Executive signs this Release, he has, ever had, now claims to have or damagesever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of any kindlimitation, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: • relating to Employee's the Executive’s employment by and termination from employment with Company, the Company or the termination any related entity; • of such employment, except for any claim for payment wrongful discharge or performance pursuant to the terms violation of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment public policy; • of breach of contract; • of discrimination or reinstatement or for additional compensation or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding anything to the contrary contained in this Release, Section 2 of this Release does not include and will not preclude: (a) Executive’s rights or claims under the Agreement to receive Termination Benefits; (b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the execution of this Release; (d) any claims or rights Executive may have to any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the “Plans”), subject to the terms of the, including, but not limited to, the Age Discrimination in Employment ActCompany’s 2015 Stock Incentive Plan, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsor any subsequently adopted incentive compensation plan, and applicable equity Award agreements; (e) any regulations under such laws. This release shall not affect any accrued rights Employee and/or claims Executive may have under any medical insurancethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; or (h) rights, workers compensation if any, to defense and indemnification from the Company or retirement plan because its insurers for actions taken by Executive in the course and scope of Employee's prior Executive’s employment with the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.;

Appears in 2 contracts

Samples: Chiasma, Inc, Chiasma, Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company I release Datalink Corporation and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, employees and agents and insurers, from any and all claimsclaim, actions, causes cause of action, disputesdamages or expenses, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesincluding attorneys’ fees, arising from or relating to Employee's employment with Company, or out of the termination of such employment, except for any claim for payment or performance pursuant to relationship between the terms parties through the signing of this AgreementRelease. This is intended to be a complete release includesof claims by me, but is not limited towhether the claims are known or unknown, matured or unmatured or fixed or contingent. Therefore, by this release I GIVE UP ANY RIGHT TO MAKE A CLAIM, BRING A LAWSUIT, FILE AN ADMINISTRATIVE CHARGE OF DISCRIMINATION OR OTHERWISE SEEK MONEY DAMAGES OR COURT ORDERS AS A RESULT OF MY EMPLOYMENT BY DATALINK, OR OF MY SEPARATION FROM EMPLOYMENT WITH DATALINK. I acknowledge and intend that this Release cover claims of wrongful termination, defamation, intentional infliction of emotional distress, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Federal Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with With Disabilities Act, the Family Minnesota Human Rights Act and Medical Leave Act, similar state laws, Minnesota Statute Section 181.81 (which prohibits age discrimination) and any regulations under such lawsother state or federal statutes prohibiting discrimination in employment. This release shall Release also binds my heirs, administrators, representatives, executors, successors and assigns. I have been advised by my legal counsel of the effect of this Release. Despite the above, this Release does not affect any accrued rights Employee may have apply to claims against Datalink for breaching its obligations under any medical insurancean Employment Agreement dated July 20, workers compensation or retirement plan because of Employee's prior employment with Company2009. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH NOTICE TO THE UNDERSIGNED: THIS IS A RELEASE OF LEGAL RIGHTS YOU MAY HAVE. YOU SHOULD CONSULT WITH AN ATTORNEY REGARDING THIS RELEASE EMPLOYEE AND OTHER ASPECTS OF THIS LETTER BEFORE YOU SIGN IT. YOU HAVE 21 DAYS TO CONSIDER WHETHER OR NOT TO SIGN THIS RELEASE, STARTING FROM THE DATE YOU FIRST RECEIVE A COPY OF IT. YOU MAY SIGN THIS RELEASE AT ANY TIME DURING THE 21-DAY PERIOD. YOUR EMPLOYMENT BY DATALINK HAS TERMINATED. YOUR ACCEPTANCE OR FAILURE TO ACCEPT THIS RELEASE DOES NOT AFFECT YOUR TERMINATION. IF YOU DO NOT ACCEPT THIS RELEASE, OR IF YOU REVOKE YOUR ACCEPTANCE OF IT, DATALINK WILL NOT PROVIDE YOU THE SEVERANCE PAY AND OTHER BENEFITS DESCRIBED IN YOUR EMPLOYMENT AGREEMENT. AFTER YOU ACCEPT THIS RELEASE BY SIGNING IT, YOU MAY REVOKE YOUR ACCEPTANCE FOR A PERIOD OF 15 DAYS AFTER THE DATE YOU SIGN. THIS RELEASE IS GIVING UP ALL RIGHTS AND CLAIMS NOT EFFECTIVE UNTIL THIS 15-DAY REVOCATION PERIOD EXPIRES. IF YOU WISH TO REVOKE YOUR ACCEPTANCE OF EVERY KIND AND NATURE WHATSOEVERTHIS RELEASE, KNOWN YOU MUST NOTIFY DATALINK IN WRITING WITHIN THE 15-DAY REVOCATION PERIOD. YOU MUST DELIVER YOUR NOTICE TO DATALINK IN PERSON OR UNKNOWNBY CERTIFIED MAIL, CONTINGENT RETURN RECEIPT REQUESTED, ADDRESSED TO: Xxxx X. Xxxxxx, Chairman, Datalink Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000. IF YOU FAIL TO PROPERLY DELIVER OR LIQUIDATEDMAIL YOUR WRITTEN REVOCATION AS INSTRUCTED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.YOUR REVOCATION WILL NOT BE EFFECTIVE. Date this Release is first given by Datalink to the undersigned: Agreed to and accepted by the undersigned: Date this Release is signed by the undersigned: Employee

Appears in 2 contracts

Samples: Employment Agreement (Datalink Corp), Employment Agreement (Datalink Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company First Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set-offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS FIRST AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS FIRST AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANYALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company Second Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set- offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS SECOND AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS SECOND AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Executive acquits, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges the Company and its pastpredecessors, present and future affiliatessuccessors, future parent companiesentities, subsidiaries, predecessorsaffiliates, successors or related companies, its and assigns, and each of their past, present and future shareholdersattorneys, officers, directors, employees, agents and former employees, agents, insurers, and assigns, past and present, (collectively the “Released Parties”), jointly and/or severally, from any all, and in all claimsmanner of, actions, actions and causes of action, disputessuits, liabilities debts, claims and demands whatsoever, in law or damages, of any kindin equity, which he ever had, may now exist have or may hereafter may be discoveredhave with respect to any aspect of his employment with, specifically includingor separation of employment from, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with the Company, or the termination of such employment, except for and with respect to any claim for payment or performance pursuant to the terms of this Agreementother matter whatsoever. This release includes, but is not limited to, claims relating to or arising out of the Xxxxxxxx-Xxxxx Act; any claims alleging retaliation and/or whistleblower claims; any and all claims relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid or withheld wages, any change in control agreements, severance pay, benefits, incentive compensation, stock options, restricted stock units, restricted stock awards, special awards, commissions and/or other compensation of any kind; or any other claim, regardless of the forum in which it might be brought, if any, which Executive has, might have, or might claim to have against the Released Parties, or any of them individually, for any and all injuries, harm, damages, penalties, costs, losses, expenses, attorneys’ fees, and/or liability or other detriment, if any, whenever incurred, or suffered by Executive as a result of any and all acts, omissions, or events by the Released Parties, collectively or individually, through the date Executive executes this Agreement. It is expressly agreed and understood by Executive that this Agreement and General Release includes, without limitation, any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the employment relationship between Executive and the Company and the termination thereof, including any claim of discrimination, retaliation, harassment, failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander, wrongful discharge, promissory estoppel, tortious conduct, and/or any claims that Employee might have for reemployment this Agreement was procured by fraud or reinstatement signed under duress or for additional compensation or benefits and applies coercion so as to make the Agreement not binding, including all claims that Employee might were or could have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbeen brought by Executive.

Appears in 2 contracts

Samples: Separation Agreement and General, Separation Agreement and General Release of Claims (Us Home Systems Inc)

Release of Claims. In return for consideration for, among other terms, the benefits conferred under Termination Payments, to which the Employment Agreement and this Agreement (which Employee Executive acknowledges Company has no legal obligation to provide if Employee does he would otherwise not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby the Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and, as regards matters related to the Company, the current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities or damages, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to date when the terms of Executive signs this Agreement, the Executive has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: relating to the Executive’s employment by and termination of employment with the Company; of wrongful discharge or reinstatement violation of public policy; of breach of contract; of defamation or for additional compensation other torts; of discrimination or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 and the New York State Human Rights Law); under Title 20 of the Maryland State Government Article the Maryland Equal Pay for Equal Work Law the Maryland Family and Medical Leave Law the Maryland Wage and Hour Law the Maryland Wage Payment & Collection Law the Maryland Flexible Leave Act the Connecticut Human Rights and Opportunities Act, similar state laws, the Connecticut Fair Employment Practices Act the Connecticut Family and any regulations under such laws. This release shall not affect any accrued rights Employee may have Medical Leave Act the Connecticut Equal Pay Law the Connecticut Whistleblower Protection Statute Connecticut Wage Payment Laws Connecticut Occupational Safety and Health Act; under any medical insuranceother federal or state statute; for wages, workers bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or retirement plan because benefits, whether under Article 6 of Employee's prior employment the New York Labor Law or otherwise; and for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. The Executive also agrees not to accept damages of any nature, other equitable or legal remedies for his own benefit or attorney’s fees or costs from any of the Releasees with Companyrespect to any Claim released by this Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERAs a material inducement to the Company to enter into this Agreement, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Executive represents that he has not assigned any Claim to any third party.

Appears in 2 contracts

Samples: Employment Agreement (Centrexion Therapeutics Corp), Employment Agreement (Centrexion Therapeutics Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby The Executive voluntarily releases and forever discharges the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and successors, assigns, and each of their pastcurrent and former members, present and future shareholdersequity holders. partners, directors, officers, directors, employees, agents representatives, attorneys, agents, subsidiaries and insurersall persons acting by, through, under or in concert with any of the foregoing (any and all of whom or which are hereinafter referred to as the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, disputessuits, liabilities or damagesrights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any kindnature whatsoever, which may known or unknown (collectively, “Claims”) that the Executive now exist has, owns or hereafter may be discoveredholds, specifically includingor claims to have, but not limited toown, or hold, or that he at any and time had, owned, or held, or claimed to have had, owned, or held against any Releasee. This general release of Claims includes, without implication of limitation, the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: · relating to Employee's the Executive’s employment by and retirement from employment with the Company, ; · of wrongful discharge; · of breach of contract; · of retaliation or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; · under any other federal or state statute, to the Age Discrimination fullest extent that Claims may be released; · of defamation or other torts; · of violation of public policy; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. · In granting the release herein, Executive understands that this Agreement includes a release of all claims known or unknown. In giving this release, which includes claims which may be unknown to Executive at present, Executive acknowledges that he has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in Employment Acthis or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the Americans with Disabilities Act, the Family debtor.” Executive hereby expressly waives and Medical Leave Act, similar state laws, relinquishes all rights and benefits under that section and any regulations under such laws. This law of any jurisdiction of similar effect with respect to the release shall not affect of any accrued rights Employee unknown or unsuspected claims Executive may have under against the Company or any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEReleasee.

Appears in 2 contracts

Samples: Agreement of Employment (Ocera Therapeutics, Inc.), Agreement of Employment (Ocera Therapeutics, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May 1, 2019 between Vistra Corp. (the “Company”) and Xxxxx X. Xxxxx (my “Prior Employment Agreement”) until July 31, 2022, after which date such terms will have the meanings given to them in the employment agreement dated March 20, 2022 between the Company and Xxxxx X. Xxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes of actionor in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited towithout limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991, 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven (7) days after its execution. I understand that this Release will not become effective and enforceable unless the seven (7)-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This release shall Release will become effective, irrevocable, and binding on the eighth (8th) day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxx X. Xxxxx

Appears in 2 contracts

Samples: Employment Agreement (Vistra Corp.), Employment Agreement (Vistra Corp.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (and described in the Employment Agreement), which Employee -------------- acknowledges Company has no legal obligation to provide if Employee -------------- does not enter into this Agreement), Employee--------------, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee--------------'s employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee -------------- might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee -------------- may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's his prior employment with Company. EMPLOYEE -------------- ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY Company AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Employment Agreement (Epitope Inc/Or/), Employment Agreement (Epitope Inc/Or/)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Actinium Pharmaceuticals, Inc. (the “Company”) and this Agreement me dated as August 12, 2020 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 2 contracts

Samples: Actinium Pharmaceuticals, Inc., Actinium Pharmaceuticals, Inc.

Release of Claims. In return exchange for the special accommodations and considerations set forth in this Release -- in particular, the severance payment and benefits conferred under the Employment Agreement continuation described in paragraphs 2 and this Agreement (3 above, to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement), Employeeotherwise be entitled -- you agree, on behalf of Employee and Employee's heirsyour spouse, executors, administrators, successors heirs and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsto release the Company, and each all of their past, present the Company’s current and future shareholders, former officers, directors, shareholders, employees, agents investors, affiliates, agents, attorneys and insurersrepresentatives (“Releasees”), from any and all claims, actionsdemands, causes actions or liabilities, including claims for wrongful termination, breach of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tortviolation of state and/or federal discrimination statutes, wage including the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Workers’ Adjustment and hour, or civil rights matters, including, but not limited toRetraining Notification Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, as well as any analogous or similar state lawsstatutes, and any regulations other claims whatsoever based on contract, implied contract, tort, or under such lawsany other federal, state or local statute, regulation or ordinance, which might exist with respect to your employment with the Company, the termination thereof, or any other matter or event occurring up to the date of this Release. This release shall extends to any and all claims for alleged unpaid wages, benefits, salary, vacation pay, sick pay, paid time-off, bonuses, commissions or compensation of any kind. This release also extends to any and all claims for attorneys’ fees, interest, costs, and/or penalties of any kind. What this means is that you agree and acknowledge that you have not affect filed a claim, action or lawsuit against any accrued rights Employee of the Releasees, nor will you file a claim, action or lawsuit against any of the Releasees at any time in the future, which relates in any way to your employment with the Company, the termination thereof, or any other matter or event occurring up to the date of this Release; provided, however, that this release does not extend to (a) claims which cannot be waived or released as a matter of law, (b) claims for indemnification you may have under pursuant to statute; or (c) any medical insurance, workers compensation or retirement plan because of Employee's prior employment with claims for coverage pursuant to any insurance policy maintained by the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Letter Agreement, Letter Agreement (Conceptus Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Executive acquits, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company Alliance Data, and its pastpredecessors, present and future affiliatessuccessors, future parent companiesentities, subsidiaries, predecessorsaffiliates, successors or related companies, its and assigns, and each of their past, present and future shareholdersattorneys, officers, directors, employees, agents and former employees, agents, insurers, and assigns (collectively the “Released Parties”), jointly and severally, from any all, and in all claimsmanner of, actions, actions and causes of action, disputessuits, liabilities debts, claims and demands whatsoever, in law or damages, of any kindin equity, which he ever had, may now exist have or may hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating have with respect to Employee's his employment with Companywith, or the termination separation of such employmentemployment from, except for Alliance Data, and with respect to any claim for payment or performance pursuant to the terms of this Agreementother matter whatsoever. This release includes, but is not limited to, claims relating to or arising out of the Xxxxxxxx-Xxxxx Act; any claims alleging retaliation and/or whistleblower claims; any and all claims relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid or withheld wages, the Executive Agreements, severance pay, benefits, incentive compensation, stock options, restricted stock units, restricted stock awards, special awards, commissions and/or other compensation of any kind; or any other claim, regardless of the forum in which it might be brought, if any, which Executive has, might have, or might claim to have against the Released Parties, or any of them individually, for any and all injuries, harm, damages, penalties, costs, losses, expenses, attorneys’ fees, and/or liability or other detriment, if any, whenever incurred, or suffered by Executive as a result of any and all acts, omissions, or events by the Released Parties, collectively or individually, through the date Executive executes this Agreement. It is expressly agreed and understood by Executive that this Agreement and General Release includes, without limitation, any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the employment relationship between Executive and Alliance Data and the termination thereof, including any claim of discrimination, retaliation, harassment, failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander, wrongful discharge, promissory estoppel, tortious conduct, bonus claims of any nature and kind whatsoever, any vacation pay entitlement claims, and demands for damages, including any disability claims, loss of benefit claims, indemnity, costs, interest, loss or injury of every nature and kind whatsoever and howsoever arising, and/or any claims that Employee might have for reemployment this Agreement was procured by fraud or reinstatement signed under duress or for additional compensation or benefits and applies coercion so as to make the Agreement not binding, including all claims that Employee might were or could have under either federalbeen brought by Executive. Furthermore, state Executive asserts that he has been paid all wages as required by law; he does not have a workplace injury or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because claim pending and has not suffered any injury that could be the basis for such claim; and he has been given the required amount of Employee's notice under Ontario law prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEto his being terminated.

Appears in 2 contracts

Samples: Separation Agreement and General, Separation Agreement and General Release of Claims (Alliance Data Systems Corp)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Actinium Pharmaceuticals, Inc. (the “Company”) and this Agreement me dated as August 6, 2015 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 2 contracts

Samples: Actinium Pharmaceuticals, Inc., Actinium Pharmaceuticals, Inc.

Release of Claims. In return for consideration of (and subject to) the benefits conferred under payments required by Section 5 of the Employment Agreement Agreement, the receipt and this Agreement (sufficiency of which Employee acknowledges Company has no legal obligation are hereby acknowledged, and subject to provide if Employee does not enter into this Agreement)the limitations contained in Section 2 hereof, EmployeeExecutive, on behalf of Employee himself and Employee's heirs, executors, administrators, successors his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges Company discharges, individually and its pastcollectively, present Soffe and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsDelta Apparel, and each of their past, present and future shareholders, respective officers, directors, employees, agents parent companies, subsidiaries, successors and insurersassigns (hereinafter the "Soffe Parties"), of and from any and all charges, claims, actionscomplaints, demands, liabilities, causes of action, disputeslosses, liabilities costs or damages, expenses of any kindkind whatsoever (including related attorneys' fees and costs), which known or unknown, suspected or unsuspected, that Executive may now exist have or hereafter may be discoveredhas ever had against the Soffe Parties by reason of any act, specifically includingomission, but not limited totransaction, or event occurring up to and including the date of the signing of this Release. The release set forth in this Section 1 includes without limitation (other than as set forth in Section 2), claims related to any wrongful or unlawful discharge, discipline or retaliation, any contract of employment, whether express or implied, any promotions or demotions, compensation including commissions, short term or long term incentives, Soffe's and all claimsDelta Apparel's benefit plan(s) and the management thereof, disputesdefamation, actionsslander, causes libel, invasion of actionprivacy, liabilities or damagesmisrepresentation, arising from or fraud, infliction of emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to Employeethe Executive's employment as an employee, officer or director with CompanySoffe, Delta Apparel or any of their respective affiliates and the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementthereof. This waiver, release includes, and discharge further applies but is not limited to, to any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based on Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment ActAct (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the Workers Adjustment and Retraining Notification Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, similar state lawsAct (all as they may be amended), and any other applicable federal, state or local laws, ordinances and regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEincluding those relating to discrimination to the extent permitted by law.

Appears in 2 contracts

Samples: Employment and Non Solicitation Agreement (Delta Apparel Inc), Employment and Non Solicitation Agreement (Delta Apparel Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company Third Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set-offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS THIRD AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS THIRD AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIYER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. In return exchange for the benefits conferred payments and other consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employeeyou hereby release, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquit and forever discharges Company discharge the Company, and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, agents, servants, employees, agents attorneys, shareholders, successors, assigns and insurersaffiliates, in their individual, corporate and official capacities, of and from any and all claims, actionsliabilities, demands, causes of action, disputescosts, liabilities or expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any kindway related to agreements, which may now exist events, acts or hereafter may be discoveredconduct at any time prior to and including the date you sign this Agreement, specifically including, including but not limited to, : (a) any and all claimssuch claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the conclusion of that employment; (b) any claims whatsoever against the Company or those released above by this Release of Claims arising before you sign this Agreement; (c) all claims or demands related to salary, disputesbonuses, actionscommissions, causes incentive payments, stock, stock options, or any ownership or equity interests in the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (d) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action, liabilities employment or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersotherwise, including, but not limited to, Title VII of the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law, the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Worker Adjustment and Retraining Notification Act, the Family Colorado anti-discrimination statute, any other state or local employment, discrimination, or labor code, and Medical Leave the Equal Pay Act, similar state lawsof 1963, as amended; (e) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; and (f) all tort claims, including, but not limited to, claims for assault, battery, invasion of privacy, fraud, defamation, emotional distress, and discharge in violation of public policy. You represent that you have no lawsuits, claims or actions pending in your name or on behalf of any regulations under other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph. You further agree that in the event you bring a claim or charge covered by this release, this Agreement shall serve as a complete defense to such lawsclaims or charges. This Excluded from this release shall are any claims that cannot affect be waived by law. Furthermore, you agree to release and discharge the Company not only from any accrued rights Employee and all claims which you could make on your own behalf, but also specifically waive any right to become, and promise not to become, a member of any class in any proceeding or case in which a claim or claims against the Company may have under arise, in whole or in part, from any medical insuranceevent which occurred prior to the date of this Agreement. If you are not permitted to opt-out of a future class, workers compensation or retirement plan because then you agree to waive any recovery for which you would be eligible as a member of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuch class.

Appears in 2 contracts

Samples: Startek Inc, Startek Inc

Release of Claims. In return for You voluntarily and irrevocably release and discharge the benefits conferred under Company, each related or affiliated entity, employee benefit plans, and the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors successors, and assignsassigns of each of them, and each of their past, present respective current and future shareholders, former officers, directors, shareholders, employees, and agents and insurers, from (any and all of which are referred to as “Releasees”) generally from all charges, complaints, claims, actionspromises, agreements, causes of action, disputes, liabilities or damages, of and debts that relate in any kindmanner to your employment with or services for the Company, known or unknown (“Claims”), which may now exist or hereafter may be discoveredyou have, specifically includingclaim to have, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyever had, or ever claimed to have had against any of the termination of such employment, except for any claim for payment or performance pursuant to Releasees through the terms of date on which you execute this Agreement. This general release of Claims includes, but is not limited towithout implication of limitation, any claims that Employee might have for reemployment or reinstatement or for additional all Claims related to the compensation or benefits and applies provided to claims that Employee might have under either federalyou by the Company, state or local law dealing with your decision to resign from your employment, contractyour termination from the Company, tortyour resignation from directorships, wage offices and hourother positions with the Company, or civil rights mattersyour activities on behalf of the Company, including, but not limited towithout implication of limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under the common law or any statute or constitutional provision (including, without implication of limitation, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything that has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Family and Medical Leave ActEmployment Agreement, similar state lawsany equity award/grant agreements (of whatever name or kind), and any regulations shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under such the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released as a matter of law. This release shall You represent you have not affect assigned to any accrued rights Employee may third party and you have under not filed with any medical insurance, workers compensation agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 2 contracts

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

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive's choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement. Subject to the foregoing, disputesby this Release, liabilities Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive's signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Minnesota Human Rights Act (MHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive's employment and the separation of Executive's employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by the Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company's employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 2 contracts

Samples: Employment Agreement (Computer Network Technology Corp), Employment Agreement (Computer Network Technology Corp)

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive’s choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement, disputesincluding those claims related to Executive’s vested Employee Options, liabilities vested Performance Options, Accrued Obligations, the obligations in paragraph 9(g) of the Employment Agreement, and any rights of indemnification from third party claims that existed prior to Executive’s termination. Subject to the foregoing, by this Release, Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive’s signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Illinois Human Rights Act (IHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive’s employment and the separation of Executive’s employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company’s employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 2 contracts

Samples: Employment Agreement (Capital Growth Systems Inc /Fl/), Employment Agreement (Capital Growth Systems Inc /Fl/)

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (and described in the Employment Agreement), which Employee -------------- acknowledges Company has no legal obligation to provide if Employee -------------- does not enter into this Agreement), Employee--------------, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee--------------'s employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee -------------- might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee -------------- may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's his prior employment with - 1 - Company. EMPLOYEE -------------- ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY Company AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Employment Agreement (Epitope Inc/Or/), Employment Agreement (Epitope Inc/Or/)

Release of Claims. In return exchange for the payment/benefits conferred under to Employee of the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration detailed in this Agreement), Employee, for and on behalf of Employee and Employee's ’s heirs, administrators, executors, administrators, successors and assigns, does hereby releases fully, forever, irrevocably and forever discharges Company unconditionally release and discharge NSM, including its past, past and present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, agents and insurersshareholders, from any representatives, attorneys, successors, assigns, and all claimspersons acting by, actionsthrough, causes under, or in concert with them (hereinafter collectively referred to as "Releasees"), for anything that has occurred up to the date of actionexecution of this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement Employee Initials _______ of any employment or benefit plan or contract. This includes all claims, disputesdemands, actionsrights, liabilities, and causes of actionaction of every nature and description whatsoever, liabilities whether known or damagesunknown, arising from or relating to Employee's employment with Companywhether in tort, contract, statute, rule, ordinance, order, regulation, or the termination of such employmentotherwise, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includesincluding, but is not limited towithout limitation, any claims that Employee might have for reemployment arising under or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based upon Title VII of the Civil Rights Act, as amended; the Civil Rights Act of 19641991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, similar as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, as amended; the Equal Pay Act, as amended; the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state lawsconstitutions; any and all claims pursuant to federal, state or local statute or ordinance; any and all claims pursuant to contract, quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or whether developed or undeveloped, up through the date of Employee’s execution of this Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any regulations investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with any charges filed by Employee or by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any collective or class action under the Fair Labor Standards Act or similar or state or local law, and Employee agrees to opt-out of any such laws. This release shall not affect any accrued rights collective or class action against NSM, to which Employee may have under any medical insurance, workers compensation be or retirement plan because become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the SEC pursuant to Section 21F of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Exchange Act.

Appears in 2 contracts

Samples: Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.), Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs’s spouse, executorspersonal representatives, administrators, successors and minor children, heirs, assigns, wards, agents, and all other persons claiming by or through Employee, does hereby releases forever release and forever discharges discharge Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, respective officers, directors, shareholders, agents, employees, agents affiliates, subsidiaries, divisions, predecessors, successors, and insurers, assigns (the “Released Parties”) from any and all charges, claims, actionsdemands, judgments, causes of action, disputes, liabilities or damages, expenses, costs, and liabilities of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any kind whatsoever. Employee expressly acknowledges that the claims released by this Section include all rights and all claims, disputes, actions, causes of action, liabilities or damages, arising from or claims relating to Employee's ’s employment with Company, or Company and the termination of such employmentthereof, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, including without limitation any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might may have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (ERISA), the Worker Adjustment Retraining and Notification (WARN) Act, Ohio Revised Code Chapter 4112, Family and Medical Leave Act, similar state laws, Act and any other federal, state, or local laws or regulations under such lawsgoverning employment relationships. This release shall specifically and without limitation includes a release and waiver of any claims for employment discrimination, wrongful discharge, breach of contract, or promissory estoppel, and extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring prior to the execution of this Agreement. The release contained herein does not affect apply to any accrued claim or to rights Employee may have under or claims first arising after the Effective Date of this Agreement, does not apply to any medical insurance, claims for unemployment compensation or workers compensation or retirement plan because benefits, and does not apply to any rights that Employee has as a terminated employee pursuant to the Company’s employee benefit plans (as defined in section 3(3) of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEERISA).

Appears in 2 contracts

Samples: Separation Agreement, Separation Agreement (Scotts Miracle-Gro Co)

Release of Claims. In return exchange for the benefits conferred payment(s) described in the Consideration clause, you hereby waive all claims available under federal, state or local law against the Employment Agreement Company, its parent, partners and this Agreement affiliates, and its and their respective directors, officers, employees, agents, insurers and reinsurers, and employee benefit plans (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)and the trustees, Employeeadministrators, on behalf fiduciaries, insurers and reinsurers of Employee such plans) past, present, and Employee's future, their heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessorsrepresentatives, successors and assigns, and each assigns arising out of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, including but not limited toto all claims arising under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 19641991, the Age Discrimination in Employment Employee Retirement Income Security Act, the Americans with Disabilities Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, similar state lawsSection 1981 of U.S.C, Title VII of the Civil Rights Act, and any regulations you also hereby waive your rights under such lawsthe following statutes to the fullest extent permissible under applicable state and local laws including, but not limited to the New Jersey Law Against Discrimination, New Jersey Equal Pay Act, New Jersey Civil Rights Law, New Jersey Security and Financial Empowerment Act, New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, New Jersey Wage and Hour Law, New Jersey WARN Laws, retaliation provisions of New Jersey Workers' Compensation Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. This release shall You are not affect any accrued rights Employee may have waiving your right to vested benefits under the written terms of the Company 401(k) Plan, claims for unemployment or workers’ compensation benefits, any medical insuranceclaim or any judgment or monetary awards or settlements that may arise related to medical benefits under the group health plan sponsored by the Company, workers compensation claims arising after the date on which you sign this Agreement, claims that are not otherwise waivable under applicable law, or retirement plan because claims to indemnification under Section 11 of Employee's prior employment with Companythe Employment Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEYou acknowledge that you have not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

Appears in 2 contracts

Samples: Executive Employment Agreement (CorMedix Inc.), Executive Employment Agreement (CorMedix Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement consideration of Lender's agreements contained herein, Borrower and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)its successors and assigns each hereby fully release, Employeeremise and forever discharge Lender and Bank and all of their past and present officers, on behalf directors, agents, employees, servants, partners, shareholders, attorneys and managers, and all of Employee and Employee's their respective heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiariespersonal representatives, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersfor, from and against any and all claims, actionsdemands, causes of action, disputescontroversies, liabilities or offsets, obligations, losses, damages, and liabilities of every kind and character whatsoever, including without limitation any kindaction, omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder that Borrower, or any of its successors or assigns has had in the past, or now has, or which may now exist hereafter accrue, whether known or unknown, whether currently existing or hereafter may be discoveredasserted, specifically including, but not limited relating in any manner to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or in connection with, the indebtedness evidenced by the Prior Loan Agreement, this Agreement or the Loan Documents, any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or other matter relating to Employee's employment with Companysuch indebtedness, any collateral securing payment and performance of such indebtedness, or the termination of such employment, except for any claim for payment or performance pursuant matter preliminary to the terms execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of their officers, directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral or this Agreement; provided, however, that the foregoing release and discharge shall not apply to the obligations of Lender expressly set forth in this Amendment or first arising after the date of this Amendment. This release includes, but Borrower acknowledges and agrees that Lender is not limited toand shall not be obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including without limitation any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII renewal of the Civil Rights Act of 1964indebtedness evidenced by the Loan Agreement, beyond the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEMaturity Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Titan Motorcycle Co of America Inc), Loan and Security Agreement (Titan Motorcycle Co of America Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, T. Xxxxx Bridge for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement (as defined below), (ii) any claims that cannot be waived by law, (iii) any claims relating to any vested benefits or retirement plan because rights as a shareholder of Employee's prior employment the Company, or (iv) my right of indemnification as provided by, and in accordance with the terms of, the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER’s by-laws, KNOWN OR UNKNOWNthe Employment Agreement or a Company insurance policy providing such coverage, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEas any of such may be amended from time to time.

Appears in 2 contracts

Samples: Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.)

Release of Claims. In return for consideration of the payments and benefits conferred under described in Section 4(d) and Section 4(e) of the employment agreement (the “Employment Agreement Agreement”), effective May ___, 2020, by and this Agreement (between Executive and the Company, to which Employee acknowledges Company has no legal obligation to provide if Employee Executive agrees Executive is not entitled until and unless Executive executes and does not enter into revoke this Agreement)Release, EmployeeExecutive, for and on behalf of Employee herself and Employee's her heirs, executors, administrators, successors administrators and assigns, hereby waives and releases any and forever discharges all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its pastrespective predecessors, successors, past or present and future parents or subsidiaries, affiliates, future parent companiesinvestors, subsidiariesbranches or related entities, predecessorsin their respective capacities as such (collectively, successors and including the Company, the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurersin their respective capacities as such (collectively with the Entities, from any and all claimsthe “Releasees”) by reason of circumstances, actionsacts or omissions which have occurred on or prior to the date that this Release becomes effective, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, (a) any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either (i) federal, state or local law dealing with laws pertaining to employment or termination of employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and houras amended, or civil rights mattersthe Civil Rights Act of 1991, includingas amended, but not limited tothe Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities ActEqual Pay Act of 1963, as amended, the Family and Medical Leave Act of 1993, as amended, the Worker Adjustment Restraining and Notification Act, similar as amended, the Executive Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state lawsor local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Release, Executive acknowledges that she intends to waive and release any rights known or unknown that she may have against the Releasees under these and any regulations under such other laws. This release shall Notwithstanding the foregoing, Executive does not affect release, discharge or waive: any accrued rights Employee to indemnification that she may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any medical insuranceother state of which any such subsidiary or affiliate is a domiciliary, the Employment Agreement or any indemnification agreement between Executive and the Company, including those that cannot be released as a matter of law, such as her rights to COBRA, workers compensation compensation, and unemployment insurance; any rights to insurance coverage under any directors’ and officers’ personal liability insurance or retirement plan because fiduciary insurance policy; any rights she may have in her capacity as a stockholder of Employee's prior employment with the Company; any rights she may have to enforce the vested terms of any equity or other incentive agreement previously provided to her; any rights she may have to severance benefits and payment of Accrued Obligations or the Earned Bonus under the Employment Agreement (the “Excluded Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe Executive acknowledges that she has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDdemand, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcause of action, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor other matter covered by this Section 1.

Appears in 2 contracts

Samples: Employment Agreement (Cognition Therapeutics Inc), Employment Agreement (Cognition Therapeutics Inc)

Release of Claims. A. In return consideration of receiving from the Company the payments and benefits provided for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into in this Agreement), Employeecertain of which payments and benefits you may not have otherwise been entitled to receive, on behalf of Employee you, and Employee's your heirs, executorssuccessors, executors and administrators, successors intending to be legally bound, permanently and assigns, hereby releases irrevocable agree that your employment will terminate on the Termination Date and forever discharges to unconditionally release and discharge the Company and any individual or organization related to the Company against whom or which you, your heirs, successors, executors or administrators could assert a claim or whom may be held jointly and severally liable with the Company, including its pastpresent, present past and future affiliatesparent, future parent subsidiary and affiliated companies, subsidiariesincluding, predecessorsbut not limited to Xxxxxx Packing Company Inc., successors and assignsprincipals, and each of their pastpartners, present and future shareholdersjoint ventures, directors, officers, directors, employees, agents stockholders, attorneys, agents, and insurers, successors and assigns from any and all claims, actions, causes of action, disputessuits, liabilities debts, demands, lawsuits or damagesother charges whatsoever, known or unknown, directly and indirectly up until the date of this Agreement including, without limitation, any kindclaims under any employee benefit plans of the Company or its affiliates, which may now exist except for (i) any right to elect continuation healthcare coverage under COBRA at your expense, or hereafter may be discovered(ii) any claims for vested benefit plans, specifically including but not limited to retirement, pension or health insurance plans. The claims or actions released herein include, but are not limited to, those based upon your employment and the termination of such employment, including all claims in law, equity, contract, tort, allegations of wrongful discharge, breach of contract, promissory estoppels, defamation, infliction of emotional distress, and those alleging discrimination on the basis of race, color, sex, religion, national origin, age, disability, or any other basis, including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities claim or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have action under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct of 1967, the Rehabilitation Act of 1973, the Americans with Disabilities ActAct of 1990, the Equal Pay Act of 1963, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, Executive Order 11246 relating to Federal affirmative action requirements, the Family and Medical Leave Act, similar state lawsthe Fair Labor Standards Act, the Labor Management Relations Act, the National Labor Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations Act or any regulations under other federal, state, or local law, rule, ordinance, or regulation as presently enacted or adopted and as each may hereafter be amended. You agree that should any other person, organization, or other entity file, charge, claim, xxx, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, up to and including the date of this Agreement, you will not seek or accept any individual monetary or economic recovery or equitable relief in such lawscivil action, suit or legal proceeding. This release shall does not affect give up your rights, if any, to any accrued rights Employee may have under any medical insuranceor claims which cannot legally be waived by this Agreement, workers including without limitation, unemployment compensation claims, workers’ compensation claims or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe ability to file certain administrative claims.

Appears in 2 contracts

Samples: And Release Agreement (Graham Packaging Holdings Co), Transaction Bonus and Release Agreement (Graham Packaging Co Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Bxxxx Xxxxxx for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation or retirement plan I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination because of Employee's prior age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from time to time. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERI expressly acknowledge and agree that - ● I am able to read the language, KNOWN OR UNKNOWNand understand the meaning and effect, CONTINGENT OR LIQUIDATEDof this Release, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE● I have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release,

Appears in 2 contracts

Samples: Employment Agreement (Genvor Inc), Employment Agreement (Genvor Inc)

Release of Claims. In return for You, and anyone else who may make a claim on your behalf, release and discharge the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Company, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorsaffiliates, successors and assigns, and each of its and their past, respective present and future former shareholders, officers, directors, employees, agents administrators, insurers and insurers, attorneys ("Released Parties") from any and all claims, actions, causes of action, disputeslawsuits, liabilities liabilities, rights or damagesclaims whatsoever you may have or had against the Released Parties, of any kindwhether known or unknown, which may now exist existed or hereafter may be discoveredare existing, specifically at any time from the beginning of the world up to the date of the termination of your employment, including, but not limited towithout limitation, any and all claimsliabilities, disputes, actions, causes of action, liabilities rights or damages, claims arising from or relating to Employee's in connection with your employment, any employment with Company, agreement or the termination of such employment, except for any claim for payment or performance pursuant to employment from the terms of this AgreementCompany. This general release includes, but is not limited to, any all actions, rights and claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, similar state lawsthe Fair Labor Standards Act, and any regulations under such other federal, state and/or local employment and anti-discrimination laws, including, without limitation the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the anti-retaliation provisions of the New Jersey Workers’ Compensation Law, the New Jersey Constitution, the common law of contract and tort, and any wage law or other purported restriction on an employer's right to terminate the employment of employees. This general release shall not affect specifically excludes a claim for unemployment compensation and any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because claim deemed non-waivable by the State of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVENew Jersey.

Appears in 2 contracts

Samples: www.sec.gov, Dataram Corp

Release of Claims. In return exchange for the benefits conferred payment(s) described in the Consideration clause, you hereby waive all claims available under federal, state or local law against the Employment Agreement Company, its parent, partners and this Agreement affiliates, and its and their respective directors, officers, employees, agents, insurers and reinsurers, and employee benefit plans (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)and the trustees, Employeeadministrators, on behalf fiduciaries, insurers and reinsurers of Employee such plans) past, present, and Employee's future, their heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessorsrepresentatives, successors and assigns, and each assigns arising out of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, including but not limited toto all claims arising under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 19641991, the Age Discrimination in Employment Employee Retirement Income Security Act, the Americans with Disabilities Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, similar state lawsSection 1981 of U.S.C, Title VII of the Civil Rights Act, and any regulations you also hereby waive your rights under such lawsthe following statutes to the fullest extent permissible under applicable state and local laws including, but not limited to the New Jersey Law Against Discrimination, New Jersey Equal Pay Act, New Jersey Civil Rights Law, New Jersey Security and Financial Empowerment Act, New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, New Jersey Wage and Hour Law, New Jersey WARN Laws, retaliation provisions of New Jersey Workers’ Compensation Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. This release shall You are not affect any accrued rights Employee may have waiving your right to vested benefits under the written terms of the Company 401(k) Plan, claims for unemployment or workers’ compensation benefits, any medical insuranceclaim or any judgment or monetary awards or settlements that may arise related to medical benefits under the group health plan sponsored by the Company, workers compensation claims arising after the date on which you sign this Agreement, claims that are not otherwise waivable under applicable law, or retirement plan because claims to indemnification under Section 11 of Employee's prior employment with Companythe Employment Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEYou acknowledge that you have not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

Appears in 2 contracts

Samples: Executive Employment Agreement (CorMedix Inc.), Executive Employment Agreement (CorMedix Inc.)

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Release of Claims. In return for the benefits conferred under the Employment Agreement The payments and promises set forth in this Agreement (are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit‑sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which Employee acknowledges you may be entitled by virtue of your employment with the Company has no legal obligation or your separation from the Company. In consideration for receiving the severance benefits described herein, to provide if Employee does not enter into this Agreement)the fullest extent permitted by law, Employeeyou waive, on behalf of Employee release and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from promise never to assert any and all claims, actions, claims or causes of action, disputeswhether or not now known, liabilities against the Company or damagesits predecessors, of successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (collectively, “Releasees”) with respect to any kindmatter, which may now exist or hereafter may be discovered, specifically including, but not limited to, including (without limitation) any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating matter related to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment including (without limitation) claims to attorneys’ fees or performance pursuant to costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, physical injury, fraud, breach of contract or breach of the terms covenant of this Agreement. This release includes, but is not limited to, good faith and fair dealing and any claims that Employee might have for reemployment of discrimination or reinstatement harassment based on sex, age, race, national origin, disability or for additional compensation or benefits and applies to claims that Employee might have any other basis under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, the Americans with Disabilities ActAct and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the Family execution of this Agreement and Medical Leave Actonly those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, similar state lawsincluding (without limitation) a claim for breach of this Agreement. Also, this release does not waive your right to indemnification from the Company that you may otherwise have in connection with your services to the Company as an officer and any regulations under such laws. This release shall not affect any accrued the rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with which are set forth in an indemnification agreement between you and the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 1 contract

Samples: ShoreTel Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Releasor hereby releases and forever discharges Company each and its past, present every Releasee of and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, demands, actions, causes of action, disputesdamages and liabilities (all hereinafter referred to as “claims”), liabilities whether or damagesnot now known, of any kindsuspected or claimed, which Releasor ever had, now has, or may now exist hereafter claim to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or hereafter may be discoveredcondition of such employment, specifically includingthe termination of that employment, or her opportunity for employment following the Closing Date. This release of claims is expressly intended to, and does, extend to and include, but is not limited to, claims under: Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any and all claimsother federal, disputesstate or local statutes, actions, causes ordinances or regulations prohibiting any form or forms of action, liabilities or damages, arising from or discrimination in employment and/or relating to Employee's employment with Company, or the termination payment of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementwages and benefits. This release also extends to and includes, but is not limited to, any claims by Xxxxx for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that Employee might have for reemployment nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or reinstatement retaliation with the Equal Employment Opportunity Commission (EEOC), or for additional compensation or benefits and applies to claims that Employee might have under either federal, any of its state or local law dealing with employment, contract, tort, wage and hourdeferral agencies, or civil rights mattersparticipating in in any investigation by the EEOC or any of its state or local deferral agencies. Further, includingit is expressly understood that nothing in this Agreement shall be construed to be a waiver by Releasor of any benefit that vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, but not limited toor as a waiver of her right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, Title VII of the Civil Rights Act of 1964if any, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have to indemnification granted under any medical insuranceby-law, workers compensation agreement or retirement plan because charter document of Employee's prior employment Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the past, Releasor will not seek or accept personal relief in connection with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERsuch charge, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDcivil action, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuit or other legal proceeding.

Appears in 1 contract

Samples: Separation Agreement (Safeway Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May 1, 2019 between Vistra Energy Corp. (the “Company”) and Xxxxx X. Xxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Vistra Energy Corp.)

Release of Claims. In return exchange for the benefits conferred Salary Payments and other consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employeeyou hereby release, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquit and forever discharges Company discharge the Company, its parents and subsidiaries, and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, respective officers, directors, agents, servants, employees, agents attorneys, shareholders, successors, assigns and insurersaffiliates, of and from any and all claims, actionsliabilities, demands, causes of action, disputescosts, liabilities or expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any kindway related to agreements, which may now exist events, acts or hereafter may be discoveredconduct at any time prior to and including the date you sign this Agreement, specifically including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment ActAct of 1967, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; the Family California Labor Code, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; harassment; emotional distress; and Medical Leave Actbreach of the implied covenant of good faith and fair xxxxxxx.Xxx represent that you have no lawsuits, similar state lawsclaims or actions pending in your name or on behalf of any other person or entity, and against the Company or any regulations under other person or entity subject to the release granted in this paragraph. You agree that in the event you bring a claim covered by this release in which you seek damages or in the event you seek to recover in any claim brought by a governmental agency on your behalf, this Agreement shall serve as a complete defense to such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEclaims.

Appears in 1 contract

Samples: Pharsight Corp

Release of Claims. In return for consideration for, among other terms, the benefits conferred under the Employment Agreement and this Agreement (Separation Benefits, to which Employee acknowledges Company has no legal obligation to provide if Employee does you acknowledge you would otherwise not enter into this Agreement)be entitled, Employeeyou, on behalf of Employee yourself and Employee's your heirs, executors, representatives, agents, insurers, administrators, successors and assigns, hereby releases assigns (collectively the “Releasors”) voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present the Company’s former affiliated professional employer organization, Insperity PEO Services, L.P., and future shareholders, the current and former officers, directors, shareholders, employees, agents and attorneys, insurers, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities or damages, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date when you sign this Agreement, you and the other Releasors have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: relating to your employment by the Company and the termination of your employment; of wrongful discharge or reinstatement violation of public policy; of breach of contract; of defamation or for additional compensation other torts; of retaliation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, the New York City Human Rights Law, the Pennsylvania Human Relations Act, the Indiana Civil Rights Law and the Pennsylvania Whistleblower Law); under any other federal or state statute (including, without limitation, Claims under the Fair Labor Standards Act and the Family and Medical Leave Act); for wages, similar state lawsbonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the New York Labor Law, the Indiana Wage Payment and Wage Claims Acts, or otherwise; and for damages or other remedies of any regulations under such laws. This sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company’s Section 401(k) plan or your rights under this Agreement, and shall not waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because that cannot be waived as a matter of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVElaw.

Appears in 1 contract

Samples: Assembly Biosciences, Inc.

Release of Claims. In return for consideration of the benefits conferred under the Employment Agreement separation payment and this Agreement (which Employee acknowledges Company has no legal obligation other promises contained herein, and as a natural inducement to provide if Employee does not BSRT to enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Hxxxxx hereby releases and forever discharges Company BSRT and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directorstrustees, employees, investors, shareholders, affiliates and agents from, and insurers, from agrees not to sxx any of these parties concerning any and all claims, actions, causes of actionliabilities, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesother claims for relief and remuneration whatsoever, arising from or relating to Employee's employment with Companyout of, or the termination of such employmentin any way connected with his employment by BSRT, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employmentincluding all matters in equity, contract, tort, wage and houror for retaliatory discharge, or civil rights matterspursuant to statute, includingwhether presently known or unknown, suspected or unsuspected, that Hxxxxx may possess arising from any omissions, acts or facts existing as of October 1, 2000, including but not limited to, to actions or claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, similar state lawsthe National Labor Relations Act, as amended, and any regulations Illinois or other state or local statute, law or ordinance containing comparable prohibitions, including The Illinois Human Rights Act, as well as any and all claims under such laws. This the Employee Retirement Income Security Act ("ERISA"), and any and all claims of any kind for attorneys' fees or costs in connection with any case, controversy, claim, charge, or otherwise; provided that nothing herein shall be deemed to waive or release shall not affect any accrued rights Employee claim: (a) under the Age Discrimination in Employment Act of 1967, as amended; (b) arising after the date this Agreement was executed; (c) for indemnification that Hxxxxx may have under BSRT's Third Amended and Restated Declaration of Trust; or (d) to enforce this Agreement. In consideration of the separation payment and other promises contained herein, and as a natural inducement to Hxxxxx to enter into this Agreement, BSRT hereby releases and forever discharges Hxxxxx from any medical insuranceand all actions, workers compensation liabilities and other claims for relief or retirement plan because of Employee's prior remuneration whatsoever, arising out of, or in any way connected with, Hxxxxx'x employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERby BSRT or its affiliates or The Oak Realty Group, KNOWN OR UNKNOWNInc., CONTINGENT OR LIQUIDATEDincluding all matters in equity, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcontract, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEtort or pursuant to statute except for actions or claims: (x) alleging fraud or wilful misconduct by Hxxxxx; or (y) brought by BSRT under the Loan Agreement, Non-Recourse Promissory Note, Stock Pledge and Security Agreement entered into between Hxxxxx and BSRT effective on January 12, 2000.

Appears in 1 contract

Samples: Separation Agreement (Banyan Strategic Realty Trust)

Release of Claims. In return for A. For and in consideration of the benefits conferred under entitlements and payments described in Section 1 of the Employment Consulting and Separation Agreement and this Agreement (which Employee acknowledges Company has no legal obligation the right to provide if Employee does not enter into this perform Consulting Services described in Section 1 of the Consulting and Separation Agreement), Employee, Executive hereby agrees on behalf of Employee himself, his agents, assignees, attorneys, successors, assigns, heirs and Employee's heirs, executors, administratorsto, successors and assignsExecutive does hereby, hereby releases fully and completely forever discharges release the Company Group and its past, present current and future affiliates, future parent companies, subsidiaries, predecessors, predecessors and successors and assigns, and each all of their past, respective past and/or present and future shareholders, officers, directors, partners, members, managing members, managers, employees, agents agents, representatives, administrators, attorneys, insurers and insurersfiduciaries, in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all claims, actions, causes of action, disputessuits, liabilities or agreements, promises, damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actionscontroversies, causes contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or his agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, liabilities omission, course or damagesthing whatsoever occurring up to the date this Agreement is signed by Executive, arising from including, without limitation, in connection with or relating in relationship to Employee's Executive’s employment or other service relationship with the Company, or the termination of such and any applicable employment, except for any claim for payment compensatory or performance pursuant to equity arrangement with the terms of this Agreement. This release includesCompany (including, but is not limited towithout limitation, the Employment Letter), any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, of breach of contract, tortwrongful termination, wage and hourretaliation, fraud, defamation, infliction of emotional distress or civil rights mattersnational origin, includingrace, but age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (such released claims are collectively referred to herein as the “Released Claims”); provided, that, Executive does not limited to, Title VII waive or release (i) any claims with respect to the right to enforce this Release of the Civil Rights Act Consulting and Separation Agreement or as a shareholder in Parent or the holder of 1964vested Options under the BrightView Holdings, the Age Discrimination in Employment ActInc. 2018 Omnibus Incentive Plan, the Americans (ii) claims with Disabilities Act, the Family and Medical Leave Act, similar state laws, and respect to any regulations under such laws. This release shall not affect any accrued rights Employee vested right Executive may have under any medical insuranceemployee pension or welfare benefit plan of the Company or any of its affiliates, workers compensation (iii) any rights Executive may have for indemnification (including advancement of expenses) from Parent, the Company or retirement plan because any of Employee's prior employment with its affiliates and coverage under that July 2, 2018 Indemnification Agreement between Parent and Executive, Parent’s bylaws, as amended from time to time, the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER’s operating agreement, KNOWN OR UNKNOWNas amended from time to time, CONTINGENT OR LIQUIDATEDand under any applicable insurance including but not limited to directors’ and officers’ liability insurance policies, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEand (iv) any claims that may not be waived by law.

Appears in 1 contract

Samples: Consulting and Separation Agreement (BrightView Holdings, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated November 6, 2019, with SeaWorld Entertainment, Inc. (the “Employment Agreement”)), and other good and valuable consideration, I, Sxxxxx Xxxxxx, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 6 of the Employment Agreement, (ii) any claims that cannot be waived by law, (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or retirement a Company insurance policy providing such coverage, as any of such may be amended from time to time; (iv) my accrued and vested benefits, rights or payments under any employee benefit, incentive or equity plan because or program of Employee's prior employment with the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE; or (v) my rights under Section 14 of the Employment Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (SeaWorld Entertainment, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement a. Plaintiffs do hereby release and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)discharge Xxxxxxxx Xxxxxx, EmployeeXxxxx Xxxxxx, on behalf of Employee Xxxxxxxx Xxxxxx Commissioners Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, and Employee's heirsXxxxx Xxxxxx, executorsall sued in their official and individual capacities, administratorsand their agents, successors and assignsemployees, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiesrepresentatives, subsidiaries, predecessorssuccessors, successors insurers, reinsurers, heirs and assigns, assigns (hereinafter referred to as the “Releasees”) and each of their past, present any and future shareholders, officers, directors, employees, agents all other persons and insurersentities, from any and all claims, actions, causes of actionaction and damages of every kind including violation of constitutional rights, disputeswhether unanticipated, liabilities suspected or damagesunsuspected, of including any kindclaim for increased damages pertaining to conditions and consequences flowing therefrom, which we now have or may now exist have, arising out of or hereafter may be discoveredin any manner pertaining to any and all losses, specifically includinginjuries, but not limited tocosts, damages or expenses, attorney’s fees, or any other expenditure, resulting from or in any way arising out of Plaintiffs detention in the Walworth County Jail and which were or could have been asserted in the Action. Plaintiffs acknowledge that this Release and the consideration expressed herein, are in full and complete settlement, full and complete satisfaction, and full and complete compensation for any and all claims, disputesdemands, actions, and causes of actionaction that we may have against any and all persons, liabilities or damagesentities, arising from or relating to Employee's employment with Companycorporations whatsoever such as are classified as joint tort-feasors, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, including but not limited toto the Releasees, Title VII resulting from or in any way growing out of the Civil Rights Act of 1964, claims set forth in the Age Discrimination complaint or any complaint filed in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsabove-referenced Action, and in any regulations under such laws. This release shall not affect any accrued rights Employee related event which may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEtranspired during Plaintiffs’ detention at the Walworth County Jail.

Appears in 1 contract

Samples: Settlement Agreement and Release

Release of Claims. In return consideration for, among other terms, your eligibility for the benefits conferred under the Employment Agreement Board Service and this Agreement (Change in Control Cash Severance, to which Employee acknowledges Company has no legal obligation to provide if Employee does you acknowledge you would otherwise not enter into be entitled absent your execution of this Agreement), Employeeyou, on behalf of Employee yourself and Employee's your heirs, executors, administrators, representatives, successors and assignsassigns (together with you, hereby releases the “Releasors”), voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and future shareholdersthe current and former employees, officers, directors, employeesshareholders, interest holders, managers, members, partners, investors, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities or damages, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date when you sign this Agreement, you or any other Releasor have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge or reinstatement violation of public policy; • of breach of contract; • of defamation or for additional compensation other torts; • of retaliation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964, claims under the Age Discrimination in Employment Act); • under any other federal or state statute; • under MGL c. 151B; • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under the Americans with Disabilities Massachusetts Wage Act, the Family M.G.L. c. 149, §§148-150C, or otherwise; and Medical Leave Act• for damages or other remedies of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages, injunctive relief and any regulations under such laws. This attorney’s fees; provided, however, that this release shall not affect your rights under this Agreement. You acknowledge and represent that, except as expressly provided in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any accrued rights Employee may have under and all other benefits and compensation due to you. You specifically represent that you are not due to receive any medical insurance, workers commissions or other incentive compensation or retirement plan because of Employee's prior employment with from the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERYou agree not to accept damages of any nature, KNOWN OR UNKNOWNother equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEyou represent that you have not assigned any Claim to any third party.

Appears in 1 contract

Samples: Transitional Services Agreement (2seventy Bio, Inc.)

Release of Claims. In return You hereby agree and acknowledge that by signing ----------------- this letter and accepting the Severance Pay and Benefits discussed in Section 2 to be provided to you, and other good and valuable consideration provided for the benefits conferred under the Employment Agreement in this letter, you are waiving your right to assert any form of legal claim against Number Nine, its divisions, affiliates, subsidiaries and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)related entities, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, respective officers, directors, employees, agents agents, successors and insurersassigns) of any kind whatsoever from the beginning of time through the Effective Date of this Letter Agreement. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as "Claims") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, up through the Effective Date. Without limiting the foregoing general waiver and releasem you specifically waive and release the Company from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, Claim arising from or relating related to Employee's your employment relationship with Company, the Company or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersthereof, including, but not limited towithout limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order(as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1966 and 1971, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Civil Rights Act of 1991, the Equal Pay Act, the Americans with With Disabilities Act and any similar Massachusetts or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state lawsstatute. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrighment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law. Nothwithstanding the foregoing, this Section shall not release the Company from any obligation expressly set forth in this Letter Agreement. You acknowledge and agree that, but for providing this release of claims, you would not be receiving the Severance Pay and Benefits being provided to you under the terms of this Letter Agreement. Number Nine and you hereby acknowledge that because you are over 40 years of age, you are granted specific rights under the Older Workers Benefit Protection Act ("OWBPA"), which prohibits discrimination on the basis of age, and the release set forth in this section is intended to release any regulations under such laws. This release shall not affect any accrued rights Employee right that you may have under any medical insuranceto file a claim against Number Nine alleging discrimination on the basis of age. Consistent with the provisions of OWBPA, workers compensation Number Nine is providing you with forty-five (45) days in wich to consider and accept the terms of this Letter Agreement by signing below. In addition, you may rescind your assent to this Letter Agreement if, within seven (7) days after the date you sign this Letter, you deliver a notice of recision to Xxxxxxx Xxxxxxxx at Number Nine. To be effective, such recision must be hand delivered or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERpostmarked within the seven (7) day period and sent by certified mail, KNOWN OR UNKNOWNreturn receipt requested, CONTINGENT OR LIQUIDATEDto Xxxxxxx Xxxxxxxx, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEHuman Resources, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVENumber Nine Visual Technology Corporation at 00 Xxxxxxxx Xxxxxx, Lexington, MA 02173.

Appears in 1 contract

Samples: Separation Letter Agreement (Number Nine Visual Technology Corp)

Release of Claims. In return for THIS RELEASE OF CLAIMS (this “Release”) is made by Xxxxx Xxxxxx (“Executive”) into as of the benefits conferred under date it is signed by Executive, as indicated on the signature page hereof. Executive acknowledges that he previously executed an Executive Employment Agreement (the “Agreement”) that included, among other items, a promise of severance pay and this other benefits by Coronado Biosciences, Inc. (the “Company”) in certain situations, contingent upon Executive’s execution of a release of claims. Pursuant to the terms of the Agreement (which Employee acknowledges Company has no legal obligation and Company’s promise to provide if Employee does not enter into severance pay and other benefits, Executive execute this Agreement)Release. Executive, Employee, on his own behalf and on behalf of Employee and Employee's his heirs, executors, administratorspersonal representatives, successors and assigns, hereby releases release and forever discharges discharge the Company and each of its past, Affiliates and each and every one of their respective present and future affiliatesformer shareholders, future parent companiesdirectors, subsidiariesofficers, members, employees, agents, insurers, predecessors, successors and assignsassigns (the “Released Parties”), of and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, demands, actions, causes of action, disputes, liabilities or damages, costs and expenses which Executive now has or may have by reason of any kindanything occurring, which may now exist done or hereafter may omitted to be discovered, specifically done as of or prior to date he signs this Release including, but not limited to, (i) any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating claims related to Employee's Executive’s employment with Company, or Company and the termination of such employment, except for same; (ii) any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any and all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits other than the compensation and applies benefits set forth in the Agreement, including but not limited to wages, commissions, deferred compensation, bonuses, or other benefits of any kind; (iii) any and all claims that Employee might have relating to employment practices or policies of Company or its Affiliates; and (iv) any and all claims arising under either federal, any state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersfederal legislation, including, but not limited to, claims under the Employee Retirement Income Security Act, the Family Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, as amended, the Family and Medical Leave Older Workers Benefit Protection Act, similar state lawsthe Genetic Information Nondiscrimination Act, any act relating to military service, any Massachusetts law related to human rights and/or civil rights, and any regulations under such lawsother federal, state or local law or regulation prohibiting employment discrimination or otherwise governing the employment relationship between Executive and Company (the “Released Claims”), except that notwithstanding anything contained in this Release, Executive understands that he is not releasing any claims which cannot by law be released. This release shall Executive further covenants and agrees that he will not affect xxx any accrued rights Employee may have under of the Released Parties on any medical insuranceground arising out of or related to any of the Released Claims. Executive acknowledges and agrees that this covenant does not preclude him from filing a charge or complaint with any government agency, workers to the extent permitted by law, but expressly releases, waives, and disclaims any right to compensation or retirement plan because other benefit that may otherwise inure to him as a result of Employee's prior employment with any such charge or complaint involving the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERIn making this Release, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.Executive further represents and acknowledges that:

Appears in 1 contract

Samples: Executive Employment Agreement (Coronado Biosciences Inc)

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive's choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersassigns ("Representatives"), from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement. Subject to the foregoing, disputesby this Release, liabilities Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive's signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Minnesota Human Rights Act (MHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive's employment and the separation of Executive's employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by the Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company's employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 1 contract

Samples: McData Corp

Release of Claims. In return Effective as of the Closing, each of the Sellers does hereby for the benefits conferred under the Employment Agreement itself and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Persons it represents, Employeecontrolled Affiliates, on behalf of Employee and Employee's partners, heirs, executors, administratorsbeneficiaries, successors and assigns, hereby releases if any, release and forever discharges discharge the Company and its pastofficers, present directors, managers, members, shareholders, Affiliates, employees, agents successors and future affiliatesassigns from and against any and all claims, future parent companiesdemands, subsidiariesdamages, predecessorsdebts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, in each case that existed or occurred on or before the Closing Date (“Released Matters”) that such Seller, in its his or her capacity as a shareholder, investor, officer, director, contractor, consultant or employee of the Company has or may have; provided that this release shall not extend to any right of the Sellers under this Agreement. It is the intention of the Sellers in executing this release that this release contained in this Section 5.17 shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the Sellers of all Released Matters. Each of the Sellers hereby represents to Buyer that such party has not voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matters and that no Person other than such party has any interest in any Released Matter by Law or contract or by virtue of any action or inaction by such party. The invalidity or unenforceability of any part of this Section 5.17 shall not affect the validity or enforceability of the remainder of this Section 5.17, which shall remain in full force and effect. Effective as of the Closing, each of the Sellers does hereby for itself and Persons it represents, controlled Affiliates, partners, heirs, beneficiaries, successors and assigns, if any, release and each of forever discharge the Buyer, the Company and their past, present and future shareholders, respective officers, directors, managers, members, shareholders, Affiliates, employees, agents successors and insurers, assigns from and against any and all claims, actionsdemands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action, disputes, liabilities or damages, action of any kindnature whatsoever, which may whether now exist known or hereafter may unknown, suspected or unsuspected, that arise from any action taken or omitted to be discoveredtaken by the Company under this Agreement or actions taken in connection with the preparation and delivery of any document by the Company hereunder (including the Spreadsheet), specifically includingand each Seller agrees that he, but she or it will not limited to, seek to recover any and all claims, disputes, actions, causes of action, liabilities amounts solely in connection therewith or damages, arising thereunder from or relating to Employee's employment with the Company, the Buyer or any of their respective Affiliates or representatives or any of the termination successors or assigns of such employment, except for any claim for payment or performance pursuant to of the terms foregoing. Nothing contained herein shall not derogate from any right of the Sellers under this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 1 contract

Samples: Share Purchase Agreement (Purple Biotech Ltd.)

Release of Claims. In return for consideration of the benefits conferred execution and delivery of this Amendment by the Bank, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Bank arising under the Employment Loan Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the Loan Documents, Employee, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Borrowers hereby irrevocably releases and forever discharges Company the Bank and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessorssuccessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, representatives and insurersattorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all claimsClaims and any loss, actionscost, causes of actionliability, disputesdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, liabilities preparing for, defending against, providing evidence or damages, producing documents in connection with or taking other action in respect of any kindcommenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, which may now exist or hereafter may be discoveredUNANTICIPATED OR MISUNDERSTOOD DEFENSES, specifically includingCLAIMS, but not limited toCONTRACTS, any and all claimsLIABILITIES, disputesINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this AgreementWAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH BORROWER HEREBY WAIVES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVECLAIMS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.CONTRACTS, LIABILITIES, INDEBTEDNESS AND

Appears in 1 contract

Samples: Loan and Security Agreement (Lifeway Foods Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement Charging Party represents and this Agreement affirms that she has been paid and/or received all leave (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementpaid or unpaid), Employeecompensation, on behalf of Employee wages, bonuses, and/or benefits to which she may be entitled and Employee's heirsthat no other leave (paid or unpaid), executorscompensation wages, administratorsbonuses, successors and assignsand/or benefits due her, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from except as provided for in this Settlement Agreement. Charging Party acknowledges that she has disclosed to the Respondent any and all claimscompliance problems of which Charging Party is aware as a result of her employment, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all actual or potential violations of any federal, state or local law or regulation. In exchange for the promises and consideration provided herein, Charging Party, on behalf of herself, her agents, representatives, attorneys, assignees, heirs, executors, and administrators, hereby covenants not to sue and releases and forever discharges Respondent Saint Xxxx Park Refining Co., LLC, dba Andeavor, and its past and present employees, agents, insurers, officials, and officers, directors, shareholders, parent entities, subsidiary entities, contractors and affiliated entities ("Released Parties") from ANY AND ALL CLAIMS, ACTIONS, AND CAUSES OF ACTION, of any kind which Charging Party has or may have against the Released Parties, whether or not Charging Party now knows of those claims, disputes, actions, and causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or action up through the termination date of such employment, except for any claim for payment or performance pursuant to the terms of her signature on this Settlement Agreement. This release Release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might Charging Party may have under either federalthe Americans with Disabilities Act of 1990, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Minnesota Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 199 l; the Equal Pay Act; the Age Discrimination in Employment Act; the Rehabilitation Act of 1973, as amended; the Minnesota Whistleblower Act, Minn. Stat.§ 181.932; Minn. Stat.§ 181.14; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Occupational Safety and Health Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act; the Genetic information Nondiscrimination Act; and any and all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the United States Constitution, the Americans with Disabilities ActMinnesota Constitution, or any other claim. Charging Party also releases any and all claims she may have that arose prior to the date of this Agreement under the Family and Medical Leave Act, similar state lawsand any claim for attorneys' fees or wages or other costs or expenses. Nothing in this Release (including but not limited to the release of claims, confidentiality, and any regulations other limiting provisions) (a) prevents Charging Party from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information, or (b) prevents Charging Party from exercising her rights under such laws. This release shall not affect Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Release Charging Party is waiving her right to recover any accrued rights Employee individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Charging Party or on her behalf by any third party, except for any right Charging Party may have to receive a payment from a government agency (and not the Respondent) for information provided to the government agency. Charging Party acknowledges that this release includes all claims that she is legally permitted to release. Charging Party acknowledges and specifically agrees that this release applies to the claims encompassed in her Charge and that she is aware of no other Charges pending filed by her or on her behalf. Charging Party agrees not to initiate any further legal proceedings related to the Charge, and agrees to dismiss any currently pending legal proceedings related to the Charge including EEOC File No. 26e201800141. Charging Party specifically agrees to the closure of both XXXX file No. 68478 and EEOC File No. 26e20180014 l and acknowledges that she will not receive a Notice of Right to Xxx related to these Charges. Charging Party also understands that under the terms of this general release, she is ineligible to receive Termination Allowance Plan benefits under the Respondent's Termination Allowance Plan or any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Companysimilar plan. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVECharging Party acknowledges and agrees that this general release covers both claims that she knows about and those that she may not know about.

Appears in 1 contract

Samples: Settlement Agreement

Release of Claims. In return The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus pay, termination benefits, stock options or other compensation to which you may be entitled by virtue of your employment with Transmeta, including your separation from Transmeta, except for the benefits conferred compensation to be paid to you under the Employment Agreement Consulting Agreement. You hereby release and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)waive any other claims you may have against Transmeta and its agents, Employeeofficers, on behalf of Employee and Employee's heirsemployees, executorsdirectors, administratorssubsidiaries, affiliates, successors and assignsassigns (collectively “Releasees”), hereby releases and forever discharges Company and its pastwhether known or not known, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, claims under any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matterslaws, including, but not limited to, claims of unlawful discharge, breach of contract, fraud, physical injury, emotional distress, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act of 1964and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act. Notwithstanding anything to the contrary in this Agreement, the Americans with Disabilities Actrelease and waiver in this Section 8 does not extend to releasing the Company from any responsibilities, or liability the Company may incur, through a breach of this Agreement, the Family and Medical Leave Act, similar state lawsConsulting Agreement or the Indemnity Agreement (as defined below in Section 9), and you retain all rights and claims with respect to any regulations under such lawsbreach. This release shall You represent and warrant that you have not affect sold, assigned, transferred, or otherwise disposed of any accrued rights Employee claim relating to any matter covered by this section, and agree to indemnify and hold harmless the Releasees from any claim which may have under be based upon or which may arise out of or in connection with any medical insurancesuch sale, workers compensation assignment, transfer, or retirement plan because disposal. Transmeta Corporation 6 3000 Xxxxxxx Xxxxxx 0 Xxxxx Xxxxx, Xxxxxxxxxx 00000 6 Ph: 400.000.0000 6 Fax: 400.000.0000 Mxxx X. Xxxx May 15, 2006 Page 3 By signing below, you expressly waive any benefits of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EVERY KIND AND NATURE WHATSOEVEREXECUTING THE RELEASE, WHICH IF KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY BY HIM MUST HAVE AGAINST COMPANY AND MATERIALLY AFFECTED HIS SETTLEMENT WITH THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEDEBTOR.

Appears in 1 contract

Samples: Consulting Agreement (Transmeta Corp)

Release of Claims. In return for consideration of the payments and benefits conferred under described in Section 4(d) and Section 4(e) of the employment agreement (the “Employment Agreement Agreement”), effective October 11, 2016, by and this Agreement (between Executive and the Company, to which Employee acknowledges Company has no legal obligation to provide if Employee Executive agrees Executive is not entitled until and unless Executive executes and does not enter into revoke this Agreement)Release, EmployeeExecutive, for and on behalf of Employee himself and Employee's his heirs, executors, administrators, successors administrators and assigns, hereby waives and releases any and forever discharges all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its pastrespective predecessors, successors, past or present and future parents or subsidiaries, affiliates, future parent companiesinvestors, subsidiariesbranches or related entities (collectively, predecessorsincluding the Company, successors and the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurersin their respective capacities as such (collectively with the Entities, from any and all claimsthe “Releasees”) by reason of circumstances, actionsacts or omissions which have occurred on or prior to the date that this Release becomes effective, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, (a) any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either (i) federal, state or local law dealing with laws pertaining to employment or termination of employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and houras amended, or civil rights mattersthe Civil Rights Act of 1991, includingas amended, but not limited tothe Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities ActEqual Pay Act of 1963, as amended, the Family and Medical Leave Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, similar as amended, the Executive Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state lawsor local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any regulations under such other laws. This release shall Notwithstanding the foregoing, Executive does not affect release, discharge or waive: any accrued rights Employee to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any medical insuranceother state of which any such subsidiary or affiliate is a domiciliary, workers compensation the Employment Agreement or retirement plan because any indemnification agreement between Executive and the Company; any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may have in his capacity as a stockholder of Employee's prior employment with the Company; any rights he may have to enforce the vested terms of any equity or other incentive agreement previously provided to him; any rights he may have to severance benefits and payment of Accrued Obligations under the Employment Agreement (the “Excluded Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe Executive acknowledges that he has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDdemand, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcause of action, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor other matter covered by this Section 1.

Appears in 1 contract

Samples: Employment Agreement (Virpax Pharmaceuticals, Inc.)

Release of Claims. In return for consideration of the benefits conferred under the Employment Agreement full and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into timely performance of all terms and conditions as set forth in this Agreement), EmployeeSettling Plaintiffs and their respective successors, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its pastagents, present and future affiliatesrepresentatives, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, partners, managers, employees, agents former employees, sureties, administrators, trustees, members, principals, and beneficiaries hereby fully and forever waive, relinquish, release and discharge Settling Defendants, and their respective successors, assigns, agents, representatives, shareholders, officers, directors, partners, managers, employees, former employees, sureties, insurers, administrators, trustees, members, principals, beneficiaries, and all persons, firms, associations, subsidiaries, and/or corporations connected with them, and each of them, from any and all claims, actionsdemands, causes of actioncontroversies, disputeslosses, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities debts, liabilities, costs and expenses (including, without limitation, attorneys' fees, experts' fees, consultant's fees and court costs), liens and obligations of every kind or damagesnature whatsoever, in law or equity, in contract, tort or otherwise, anticipated or unanticipated, direct or indirect, fixed or contingent, which may presently exist or may hereinafter arise or become known arising from out of, caused by, incurred in connection with or relating to Employee's employment with Company, or the termination of such employment, except for in any claim for payment or performance pursuant way pertaining to the terms of this Agreement. This release includesFires or Actions, but is not limited to, including without limitation any claims that Employee might have been or could have been asserted in the pending Actions with respect to any insured of Settling Plaintiffs. This Release is binding on and shall inure to the benefits of officers, directors, shareholders, employees, agents, successors, assigns, partners and members of the Settling Parties to the Agreement. Subject to Paragraph 3 and Paragraph 7, this Release specifically excludes any release of individual claims against the Settling Defendants by insureds of the Settling Plaintiffs and excludes the assigned claims of Settling Plaintiffs against the Third Parties described in paragraph 7 above. Nothing in this release language will prevent Settling Plaintiffs from asserting their rights to rescind and reinstitute an action pursuant to paragraphs 2(a), 6(b) and 12. Settling Defendants agree that this release will not bar any legal action by any insured of a Settling Plaintiff for reemployment losses (other than those losses paid by Settling Plaintiff for which Settling Plaintiff has a subrogation right being assigned pursuant to this Settlement Agreement), nor will Settling Defendants assert the defenses of “splitting a cause of action” or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including“indispensable party” against such insured, but not limited tothis release will bar any newly discovered claim of a Settling Plaintiff, Title VII since all claims of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEeach Settling Plaintiff are hereby released.

Appears in 1 contract

Samples: Settlement and Assignment/Purchase Agreement and Release (Sempra Energy)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May __, 2022, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and Xxxxxx Xxx Xxxxx (my “Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxxx Xxx Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Vistra Corp.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby fully releases and forever discharges Company URI and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each all of their past, present and future shareholders, officers, directors, employees, agents and insurers, the Released Parties (defined below) from all liability for any and all claims, actionsdemands, losses, liabilities, promises, and causes of action, disputes, liabilities or damages, action of any kind, which nature whatsoever (known and unknown) that Employee may now exist have or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities have had arising on or damages, arising from or relating to Employee's employment with Company, or before the termination of such employment, except for any claim for payment or performance pursuant to the terms Signature Date of this Agreement. This release includes, without limitation, all claims relating in any way to Employee’s employment by, association with, and termination of employment from URI (collectively referred to as “Claims”). THIS IS A GENERAL RELEASE subject only to the specific exceptions set forth below. Claims released by Employee include, but is are not limited to, any claims that Employee might have for reemployment monetary damages, salary, wages, bonuses, vacation, flex time, expenses, attorneys’ fees, indemnities, and other remedies or reinstatement damages sought in any legal proceeding or for additional compensation or benefits and applies to claims that Employee might have under either charge filed with any court, federal, state or local law dealing with employment, contract, tort, wage and hour, agency either by Employee or civil rights matters, including, but not limited to, by any person or entity claiming to act on Employee’s behalf or in Employee’s interest. Claims released include all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981, the Civil Rights Act of 1866, the Age Discrimination in Employment Act (“ADEA”) including the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act, similar state lawsChapters 28 and 50 of the Annotated Statutes of New Mexico, including but not limited to the New Mexico Human Rights Act, and any other local, city, county, state or federal statutes, laws, regulations under such lawsor ordinances prohibiting harassment, discrimination or retaliation or otherwise governing the employment relationship. This release shall The Claims released include, but are not affect any accrued rights Employee may have limited to, claims arising under any other federal, state, or local laws or causes of action restricting an employer’s right to terminate, discipline, promote, demote, or pay employees, or otherwise regulating employment including, but not limited to, any laws or causes of action related to: breach of implied employment contracts or covenants; wage and hour violations; wrongful discharge; breach of a bargaining agreement; any grievance under a bargaining agreement; breach of any contract, agreement or promise made prior to the Signature Date; physical or personal injury; medical insuranceexpenses; mental anguish and/or emotional distress; intentional or negligent infliction of emotional distress; interference with contractual relations; fraud; intentional or negligent misrepresentation; libel; slander; defamation; invasion of privacy; violation of public policy; retaliatory discharge; breach of any sort of duty; prima facie tort or any other tort; claims for denial of due process or violation of corporate policy or procedure; and any other similar or related claims. The Claims released include claims seeking any monetary or other remedies for Employee, workers compensation directly or retirement plan because indirectly, that in any way are brought on behalf of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERa government including, KNOWN OR UNKNOWNbut not limited to, CONTINGENT OR LIQUIDATEDany proceeding under the qui tam provisions of the Civil False Claims Act, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE31 U.S.C. §§ 3729 et seq., EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEwhether or not the government joins the proceeding.

Appears in 1 contract

Samples: Separation Agreement (Uranium Resources Inc /De/)

Release of Claims. a) In return for recognition of the benefits conferred under the Employment Agreement consideration recited above, (i) you hereby release Diabetes, and this Agreement (ii) subject at all times to your timely and satisfactory receipt of all payments and other consideration to which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementyou may be entitled hereunder, you hereby release and discharge USCI and any of their present, former and future partners, affiliates, direct and indirect parents, subsidiaries (other than Diabetes), Employeesuccessors, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, attorneys, heirs and insurersassigns (collectively, the "Released Parties"), from any and all claims, actions, actions and causes of action, disputes, liabilities or damages, action that you may have as of any kindthe Effective Date with respect to the Released Parties, which may now exist arise out of your employment relationship with Diabetes and any other released Parties, your rights to any compensation or hereafter may be discoveredbenefits from the Released Parties in connection with your employment, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyyour Employment Agreement, or the termination of such employmentyour employment with the Released Parties (collectively, except for any claim for payment or performance pursuant to the terms of this Agreement"Released Claims"). This release includes, but is not limited to, The Released Claims shall include any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActRehabilitation Act of 1973, the Americans with Disabilities ActAct of 1990, the civil Rights Act of 1866, the Civil Rights Act of 1991, Employee Retirement Income Security Act of 1974,the Family and Medical Leave Act, similar state lawsLease Act of 1993, and any regulations other federal, state or local law whether such claim arises under statute or common law and whether or not you are presently aware of the existence of such lawsclaim, damage, action and cause of action, suit or demand, and any personal gain with respect to any claim arising under the provisions of the False Claims Act, 31 U.S.C. 3730, other than an action or suit to enforce this Agreement. This release shall not affect You also forever release, discharge and waive any accrued rights Employee right you may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws with regard to any Released Claim. You agree that the value received as described in this Agreement shall be in full satisfaction of any and all claims, actions or causes of action for payment or other benefits of any kind that you may have against the Released Parties in respect of Released Claims, other than any claims you may have to vested benefits under any medical insuranceof the Company's "employee pension benefit plans" or "employee welfare benefit plans" as defined under ERISA, workers compensation or retirement plan because to any rights or entitlements arising under any stock option agreements. By signing this Agreement, you represent that you have been given the opportunity to consult with the attorney(s) of Employee's your choice prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEto signing this Agreement and to have those attorney(s) explain the provisions of this Agreement to you and that you have knowingly and voluntarily accepted the terms of the offer as described herein.

Appears in 1 contract

Samples: Tadeo Holdings Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (----------------- Agreement, which Employee Executive acknowledges Company has no legal obligation to provide if Employee Executive does not enter into this Agreement), EmployeeExecutive, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employeesexecutives, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to EmployeeExecutive's employment with Company, Company or the termination of such employment, employment (except for any claim for payment or performance pursuant to the terms of this Agreement). This release includes, but is not limited to, any claims that Employee Executive might have for reemployment a bonus under the Company's incentive bonus plan or reinstatement or the Severance Amount provided for under the Employment Agreement being terminated hereunder, and any additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee Executive may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's prior his employment with Company. EMPLOYEE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE. This Agreement shall not be construed as an admission of liability or wrongdoing by Company. Neither this Agreement nor any of its terms, provisions, or conditions constitute an admission of liability or wrongdoing or may be offered or received in evidence in any action or proceeding as evidence of an admission of liability or wrongdoing.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Assisted Living Concepts Inc)

Release of Claims. In return for consideration of the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Transition Benefits provided by Option Care, Employee, on behalf of for Employee personally and Employee's ’s representatives, heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases and forever discharges Company Option Care and its past, present and future affiliates, future parent companiesas well as their respective successors, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, owners, directors, employeesagents, agents and representatives, attorneys, insurers, and employees (“Released Parties”), of and from any and all claims, demands, actions, causes of action, disputessuits, liabilities or damages, losses, and expenses, of any kindand every nature whatsoever, which may now exist individually or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes as part of a group action, liabilities known or damagesunknown, arising from as a result of actions or relating to Employee's employment with Company, or omissions occurring through the termination of such employment, except for any claim for payment or performance pursuant to the terms of date Employee signs this Agreement. This Specifically included in this waiver and release includesare, but is not limited toamong other things, any claims that Employee might have of unlawful discrimination, harassment, retaliation, or failure to accommodate; related to terms and conditions of employment; for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with benefits; and/or for wrongful termination of employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Employee Retirement Income Security Act (ERISA), the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act (FMLA), the National Labor Relations Act (NLRA), the Uniformed Services Employment and Reemployment Rights Act, similar the Worker Adjustment and Retraining Notification Act, any amendments to the foregoing, or any other federal, state lawsor local statute, rule, ordinance, or regulation (in each case as amended), as well as claims in equity or under the common law for tort, breach of contract, wrongful discharge, defamation, emotional distress, and any regulations negligence or other unlawful behavior. Nothing in this Agreement is intended to waive claims (a) for unemployment or workers’ compensation benefits, (b) for vested rights under such laws. This release shall employee compensation and benefit plans as applicable on the date Employee signs this Agreement, (c) that may arise after Employee signs this Agreement, (d) for reimbursement of expenses under Option Care’s expense reimbursement policies, or (e) which cannot affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbe released by private agreement.

Appears in 1 contract

Samples: Transition and Separation Agreement and Release (Option Care Health, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May 5, 2022, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and Xxxxxxxxx Xxxxxx Xxxxx (my “Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any regulations claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such lawswaiver); (ii) initiating or participating in an investigation or proceeding conducted by the EEOC; or (iii) reporting possible violations of federal, states, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect any accrued rights Employee may have under any medical insurance, workers compensation timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or retirement plan because before the date that is sixty (60) days following the date of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEmy termination of employment.

Appears in 1 contract

Samples: Employment Agreement (Vistra Corp.)

Release of Claims. In return for (A) By operation of the benefits conferred under entry of the Employment Agreement Judgment and Final Approval Order, and except as to such rights or claims as may be created by this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee Agreement, the Named Plaintiff, Additional Plaintiff and each Class Member who does not enter into this Agreement)timely opt out pursuant to Section 2.5, Employeeforever and fully release Defendant, on behalf of Employee and Employee's heirsits owners, executorsstockholders, administratorspredecessors, successors and successors, assigns, hereby releases and forever discharges Company and its pastagents, present and future affiliatesdirectors, future officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, predecessorsaffiliates, successors and assignsbenefit plans, plan fiduciaries and/or administrators, and each all persons acting by, through, under or in concert with any of their pastthem, present and future shareholdersincluding any party that was or could have been named as a defendant in the Litigation (collectively, officers, directors, employees, agents and insurers, the “Released Parties”) from any and all past and present matters, claims, actionsdemands, causes of action, disputes, liabilities or damages, and appeals of any kind, which may now exist or hereafter may be discoveredwhatsoever, specifically includingwhether at common law, but not limited topursuant to statute, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyordinance, or the termination regulation, in equity or otherwise, which any such individual has or might have, known or unknown, asserted or unasserted, of such employmentany kind whatsoever, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either are based upon federal, state or local law dealing with employment, contract, tortlaws governing overtime pay, wage and hourrequirements, failure to pay for all hours worked, or civil rights mattersthat otherwise arise out of or relate to the facts, includingacts, transactions, occurrences, events or omissions alleged in or underlying the Litigation, and that arose during any time that such individual was employed by Defendant as a Sales Associate up until the date of the entry of the Final Approval Order (“Released Claims”). The Released Claims include without limitation claims that were or could have been asserted in the Litigation, including but not limited toto any claims based on state, Title VII federal or local law governing overtime pay, payment of wages, hours worked, denial of meal periods and rest breaks, denial of spread of hours pay, failure to pay call-in pay, failure to pay wages upon termination, failure to provide itemized wage statements or wage notices, improper calculation of overtime pay, failure to provide benefits or benefit credits, failure to keep records of hours worked or compensation due, and penalties for any of the Civil Rights foregoing, including without limitation claims under the Fair Labor Standards Act of 1964(“FLSA”), the Age Discrimination in Employment New York Minimum Wage Act, the Americans with Disabilities New York Labor Law §§ 650 et seq., New York Wage Payment Act, New York Labor Law §§ 190 et seq., the Family and Medical Leave ActNew York State Department of Labor Regulations, similar state laws12 N.Y.C.R.R. part 142, and any all other statutes and regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVErelating to the foregoing.

Appears in 1 contract

Samples: Settlement Agreement and Release

Release of Claims. In return for If the benefits conferred under proposed Settlement is approved by the Employment Agreement Court, a Final Judgment will be entered by the Court. All Settlement Class Members who do not validly opt out of the Settlement will be bound by the Court’s Final Judgment and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee will fully release and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company discharge JBS and its past, present and future affiliates, future parent companies, subsidiaries, predecessorsaffiliates, successors and assignsdivisions, and each of agents and their pastrespective partners, present and future shareholdersprincipals, managers, officers, directors, employees, agents shareholders, members, advisors, consultants, insurers and insurersreinsurers, subrogees, auditors, heirs, personal or legal representatives, accountants, attorneys, trustees, assigns, real or alleged alter egos, predecessors, successors, transferees, managing agents, and investors (collectively, “Released Parties”) from the Released Claims. The Released Claims are all claims that Settlement Class Members are releasing in exchange for the consideration provided for by this Agreement and include any and all claimsliabilities, actionsdemands, causes of action, disputesrights, liabilities or damagesand obligations for (1) failure to provide paid rest breaks, (2) failure to pay minimum wages, (3) failure to pay overtime wages, (4) failure to pay wages upon separation of any kindemployment, which may now exist or hereafter may be discovered(5) willful deprivation of wages, specifically including, but not limited to, and (6) any and all claimsclaims under local, disputesstate, actionsor federal law, causes statutory, constitutional, contractual or common law that were or could have been pled based on the factual allegations contained in the Case, and which may arise out of actionor directly or indirectly relate to such facts alleged in the Case, liabilities whether known or unknown, including all claims for economic damages, arising compensatory damages, exemplary damages, penalties, equitable relief, liquidated damages, attorneys’ fees, and pre- and post-judgment interest, since September 5, 2014 through [DATE OF PRELIMINARY APPROVAL]. Thus, even if a Settlement Class Member discovers facts in addition to or different from those that he or relating she now knows or believes to Employee's employment be true or otherwise fails to discover facts, with Companyrespect to the subject matter of the Released Claims, those claims will remain released and forever barred. Settlement Class Members shall not xxx or otherwise make a claim against any of the termination of such employment, except Released Parties for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEReleased Claims.

Appears in 1 contract

Samples: Action Settlement Agreement

Release of Claims. In return for consideration of the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)terms set forth herein, Employeeyou hereby fully release, on behalf of Employee and Employee's heirsacquit, executors, administrators, successors and assigns, hereby releases and forever discharges Company discharge Jaguar, and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, subsidiary corporations, affiliated corporations, and each of their past, present and future shareholders, the officers, directors, employees, agents attorneys and insurersagents, past and present, of each of the aforesaid entities, of and from any and all claims, actionsliabilities, causes of action, disputes, liabilities or damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of any kindwhatever kind or nature, which in law, equity or otherwise, whether known or unknown, contingent, suspected or unsuspected, that you may now exist have, have ever had, or hereafter may be discoveredhave relating directly or indirectly to your employment with Jaguar. Specifically, specifically you waive and release all claims, including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, those arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited toCalifornia Labor Code 1102.5, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Equal Pay Act; the Americans With Disabilities Act of 1990; the Rehabilitation Act of 1973, as amended; the Age Discrimination in Employment Act, as amended; Sections 1981 through 1988 of Title 42 of the Americans with Disabilities United States Code, as amended; the Immigration Reform and Control Act, as amended; the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act; the Uniformed Services Employment and Reemployment Rights Act; and any and all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge, or any other claim. You also release any and all claims you may have that arose prior to the date of this Agreement under the Family and Medical Leave Act and the Fair Labor Standards Act. You further understand that the claims you are releasing include any and all claims you have or might have against Jaguar that are the result of any act or failure to act that occurred before the effective date of this Agreement, similar state laws, and any regulations under whether or not you presently are aware that you have such lawsa claim. This release shall not affect includes your express waiver of any accrued rights Employee may have under any medical insuranceclaims that would otherwise be covered by Section 1542 of the California Civil Code, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.which states:

Appears in 1 contract

Samples: Jaguar Animal Health, Inc.

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement providing you with these enhanced payments and this Agreement (which Employee acknowledges Company has no legal obligation benefits, you agree to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee release and Employee's heirs, executors, administrators, successors waive any and assigns, hereby releases and forever discharges Company all claims against Xxxxxx Xxxxxxx and its past, present respective current and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersformer directors, officers, directors, employees, agents agents, managers, and insurersshareholders (“Xxxxxx Xxxxxxx Releasees”) and to release and forever discharge Xxxxxx Xxxxxxx Releasees, to the fullest extent permitted by law, from any and all liability for any claims, actions, causes of action, disputes, liabilities rights or damages, damages of any kind, which whether known or unknown to you, that you may now exist have against Xxxxxx Xxxxxxx Releasees related to your employment or hereafter may be discovered, specifically termination of employment as of the date of your execution of this Agreement (subject to Xxxxxx Xxxxxxx paying outstanding deferred compensation on the scheduled payment dates) including, but not limited to, any and all claimsclaim against Xxxxxx Xxxxxxx Releasees, disputes, actions, causes of action, liabilities based on or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for under any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employmentor ordinance, any tort, any employment contract, tortexpress or implied, wage and hourany public policy waivable by law, any claim based on or civil rights matters, including, but not limited to, arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Equal Pay Act, as amended, the Uniform Services Employment and Re-employment Rights Act (“USERRA”), as amended, the Age Discrimination in Employment ActAct of 1967 (“ADEA”), as amended, the Americans with Disabilities ActAct (“ADA”), as amended, the Family and And Medical Leave Act (“FMLA”), as amended, the Employee Retirement Income Security Act (“ERISA”), as amended, the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act (“OWBPA”), as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, the Occupational Safety and Health Act of 1970 (“OSHA”), as amended, the New York State Human Rights Law, as amended, the New York City Human Rights Law, as amended, the New York Labor Act, similar state lawsas amended, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, the New York Equal Rights Law, as amended, the New York Worker Adjustment and Retraining Notification Act, as amended, and any regulations other discrimination or fair housing law, if applicable, and all claims for invasion of privacy, defamation, intentional infliction of emotional distress, injury to reputation, pain and suffering, constructive and wrongful discharge, retaliation, wages, vacation pay, award(s), grant(s), or awards under such lawsany unvested and/or cancelled equity and/or incentive compensation plan or program, and separation and/or severance pay under any separation or severance pay plan maintained by Xxxxxx Xxxxxxx, any other employee benefit plans or fringe benefit plans, medical plans, attorneys’ fees or any other monetary or equitable relief from Xxxxxx Xxxxxxx, or any demand to seek discovery of any of the claims, rights or damages previously enumerated herein (collectively, the “Release of Claims”). This Agreement is not intended to, and does not, release rights or claims that may arise after the date of your execution hereof including without limitation any rights or claims that you may have to secure enforcement of the terms and conditions of this Agreement or from challenging the validity or enforceability of this Release of Claims. This Agreement also is not intended to, and does not prevent or bar you from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency or from communicating or cooperating with or participating in any investigation or proceeding conducted by such administrative agency. You acknowledge and agree, however, that, to the fullest extent permitted by law, you are waiving and releasing any claim or right to recover from Xxxxxx Xxxxxxx Releasees any monetary damages or any other form of personal relief based upon any such charge, investigation or proceeding to the extent it is based on any claim, charge, complaint or action against Xxxxxx Xxxxxxx Releasees, covered by the Release of Claims. If any claim, charge, complaint or action covered by the Release of Claims is filed or brought against Xxxxxx Xxxxxxx Releasees by you, for your benefit or on your behalf, you expressly waive and release, to the fullest extent permitted by law, any claim or right to recover from Xxxxxx Xxxxxxx Releasees any monetary damages or any other form of personal relief including attorneys’ fees and costs based upon any such claim, charge, complaint or action. To the extent you receive any monetary damages or any other form of personal relief from Xxxxxx Xxxxxxx Releasees based upon any such claim, charge, complaint or action, Xxxxxx Xxxxxxx Releasees will be entitled to an offset for the payments made pursuant to this Agreement, to the fullest extent permitted by law. You further agree to take all actions necessary to dismiss with prejudice any pending civil lawsuit or arbitration covered by the Release of Claims. In addition, nothing in this Agreement precludes you without offset from (i) receiving and retaining a monetary award from a government-administered award program for providing information directly to a government agency, or (ii) benefiting from any classwide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such classwide injunctive relief does not result in your receipt of any monetary benefit or equivalent thereof from Xxxxxx Xxxxxxx. This Agreement, however, does not waive any rights of indemnification you may have been granted under the Certificates of Incorporation or Formation, Bylaws or other applicable documents of Xxxxxx Xxxxxxx relating to your actions on behalf of Xxxxxx Xxxxxxx in the scope of and during the course of your employment by Xxxxxx Xxxxxxx, or any rights to coverage, advancement of expenses, and/or legal fees under any governing D&O insurance policy maintained by Xxxxxx Xxxxxxx. Nor does anything in this Agreement impair your rights in any of your Xxxxxx Xxxxxxx Wealth Management brokerage or customer accounts or to vested retirement, pension or 401(k) benefits, if any, due you by virtue of your employment by Xxxxxx Xxxxxxx, or as a shareholder of Xxxxxx Xxxxxxx. Nor shall any elections, notices or benefits for which you are eligible as a separated employee of Xxxxxx Xxxxxxx be impaired by this Agreement. For the avoidance of doubt, this Agreement shall not affect prevent you from contesting any accrued rights Employee may have future clawback of incentive compensation by Xxxxxx Xxxxxxx. In addition, in exchange for the promises and other good and valuable consideration contained herein, Xxxxxx Xxxxxxx hereby waives all claims against you and releases and discharges you from any and all liability for any claims or damages of any kind, whether known or unknown, as of the date of Xxxxxx Xxxxxxx’x execution of this Agreement relating to your employment or termination of employment, including, but not limited to, any claim arising under any medical insurancefederal, workers compensation state or retirement plan because local law or ordinance, any tort, any contract, express or implied; provided, however, that Xxxxxx Xxxxxxx does not waive or release: (1) its right to enforce the terms and conditions of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERthis Agreement; (2) any liabilities, KNOWN OR UNKNOWNclaims and demands (whether asserted directly, CONTINGENT OR LIQUIDATEDderivatively or otherwise) which directly or indirectly result from any illegal conduct, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEact of fraud, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEtheft, or violation of regulation or law committed by you; (3) its right to file claims or cross claims in any action brought by a third party or person in any action for which Xxxxxx Xxxxxxx is entitled to indemnification or contribution; or (4) any amounts owed by you to Xxxxxx Xxxxxxx or any of its affiliated entities.

Appears in 1 contract

Samples: Morgan Stanley

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if that the consideration in Paragraph 2 of the Agreement represents full and final payment of all claims by Employee does not enter into against the Company, and is in excess of what Employee would otherwise be entitled by virtue of her/his employment. By signing this Agreement)Additional Release, EmployeeEmployee completely and forever releases the Company, on behalf of Employee and Employee's heirsany past, present, or future direct or indirect owners, shareholders, directors, officers, employees, attorneys, agents, insurers, partners, employee benefit plans, predecessors and successors in interest, beneficiaries, executors, administrators, successors personal representatives, heirs, successors, and assigns, hereby releases and forever discharges assigns of the Company and its pastany other persons, present and future affiliatesfirms, future parent companiescorporations, subsidiariesor entities with which the Company has been, predecessorsis now, successors and assignsor may hereafter be affiliated (collectively, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersthe “Released Parties”), from any and all known or unknown claims, actionsdemands, causes grievances, or lawsuits arising out of actionor in any way relating to any event, disputesmatter, liabilities or damagesoccurrence existing or occurring before Employee signs this Additional Release, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any claims that involve or arise from the employment relationship between Employee and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with the Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementthat relationship. This general release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federalclaims, state or local law dealing with employmentdemands, contract, tort, wage and hourgrievances, or civil rights matters, including, but not limited to, lawsuits that arise under any of the following: Title VII of the Civil Rights Act of 1964, ; 42 U.S.C. § 1981; the Age Discrimination in Employment Act of 1967; the Pregnancy Discrimination Act, ; the Employee Retirement Income Security Act; the Americans with Disabilities Act, ; the Family and Medical Leave Act; the Equal Pay Act; the Genetic Information Non-Discrimination Act; the Worker Adjustment and Retraining Notification Act; the Xxxxxxxx-Xxxxx Act; the Health Insurance Portability and Accountability Act; the Fair Credit Reporting Act; the False Claims Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Rights Act; any amendments to the foregoing laws; any other federal, similar state lawsstate, local, or foreign constitution, statute, ordinance, or regulation; or any other theory of recovery including, but not limited to, claims of discrimination, harassment, or retaliation of any kind, wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, unfair business practices, wage and hour claims of any kind, whether for non-payment, late payment, overtime, misclassification, rest breaks, meal periods, bonuses, reimbursements, deductions, and/or penalties, tort claims of any kind, whether for intentional or negligent infliction of emotional distress, personal injury, defamation, and/or invasion of privacy, and any regulations under such lawsother common law legal or equitable claims. This release shall not affect includes any accrued rights and all claims between Employee may have under any medical insurance, workers compensation or retirement plan because and the Company that exist as of Employee's prior employment with Company’s execution of this Additional Release, even if the facts and/or legal theories supporting those claims are unknown to Employee at this time. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThis release binds Employee as well as her/his marital community, KNOWN OR UNKNOWNheirs, CONTINGENT OR LIQUIDATEDand assigns. Excluded from this release are any claims or rights which cannot be waived by law, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEincluding Employee’s right to seek unemployment compensation benefits.

Appears in 1 contract

Samples: Separation Agreement and General Release (Dominos Pizza Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, [Executive] for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time. I expressly acknowledge and agree that I – ● Am able to read the language, and understand the meaning and effect, of this Release; ● Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; ● Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release; ● Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; ● Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; ● Had or could have [twenty-one (21)][forty-five (45)]1 days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; ● Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; ● Was advised to consult with my attorney regarding the terms and effect of this Release; and ● Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This release paragraph shall not affect apply, however, to a claim of age discrimination under ADEA or to any accrued rights Employee may have under non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any medical insurance, workers compensation or retirement plan because of Employee's prior claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and the Severance Benefits will control as the exclusive remedy and full settlement of all such claims by me. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH Nothing in this Release shall prohibit or impede me from communicating, cooperating or filing a complaint with any Governmental Entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s Board or another executive officer designated by the Board. I do not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication, disclosure, or activity permitted by this paragraph. 1 To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek further employment with the Company or any other member of the Company Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chair. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS SHALL BE GOVERNED BY AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE OTHER PERSONS NAMED ABOVELAWS OF THE STATE OFDELAWARE, EXCEPT FOR APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement between the Company and the Executive (the “Employment Agreement”). ____________________________ [Executive] Date: EXHIBIT B INDEMNIFICATION AGREEMENT

Appears in 1 contract

Samples: Employment Agreement (Blue Water Biotech, Inc.)

Release of Claims. (a) In return exchange for the special severance pay and benefits conferred provided to you under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employeeto which you would not otherwise be entitled, you, on your own behalf and that of Employee and Employee's your heirs, executors, administrators, successors beneficiaries, personal representatives and assigns, hereby releases agree that this Agreement shall be in complete and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each final settlement of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputesrights or claims, liabilities whether known or damagesunknown, of that you have had in the past, now have, or might now have, in any kind, which may now exist or hereafter may be discovered, specifically including, but not limited way related to, any and all claimsconnected with or arising out of your employment or its termination, disputeswhether sounding in tort, actions, causes of action, liabilities contract or damages, arising from or relating to Employee's employment with Companyotherwise, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act, the Americans fair employment practices statutes of the state or states in which you have provided services to the Company or any other federal, state or local law, regulation or other requirement, and you hereby release and forever discharge the Company and its subsidiaries and other affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, agents, representatives, successors and assigns, any welfare or retirement plans maintained by Cabot or its subsidiaries, affiliates, or successors, or any of the trustees or administrators thereof, and all others connected with Disabilities Actany of the foregoing, both individually and in their official capacities (collectively, the Family "Releasees"), from any and Medical Leave Actall such causes of action, similar state lawsrights or claims. You further agree not to assert any such claims against, and covenant not to sue any regulations of the Releasees on any such claims. Notwithstanding the foregoing, this release does not include and will not preclude: (a) any claim for salary payable through the Separation Date or for accrued, unused vacation time as recorded on the Company's books as of the Separation Date; (b) non-termination related claims under the Massachusetts Workers Compensation Act (M.G.L. c. 152) or any disability insurance policy; (c) any claims for vested benefits payable under any retirement plan; (d) non-termination related claims under the Employee Retirement Income Security Act (29 U.S.C. Section 1001 et seq.); (e) claims, if any, to be asserted only in the form of a shareholder derivative suit which claims are held by a majority of shareholders, provided that you do not initiate such laws. This release shall claims and that such claims are in no way related to the termination of your employment; (f) claims under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); (g) rights, if any, to defense and indemnification from the Company for actions taken by you in the course and scope of your employment with the Company and its subsidiaries and affiliates all in accordance with the By-Laws and/or Certificate of Amendment of Restated Certificate of Incorporation or otherwise provided by applicable common law, which rights will not affect be unreasonably withheld; (h) claims, actions, or rights arising under or to enforce the terms of this Agreement; or (i) any accrued rights Employee you may have under to bring forward or identify issues to any medical insurance, workers compensation state or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEfederal administrative agency provided that this exclusion does not include any claim by you for money or money damages.

Appears in 1 contract

Samples: Cabot Corp

Release of Claims. In return for [1] FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the “Separation Benefits”) to be provided to me in connection with the separation of my employment, in accordance with the Employment Agreement between Intercept Pharmaceuticals, Inc. (the “Company”) and this Agreement me dated February 15, 2017 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companiesparents, subsidiariesand, predecessorsin their capacities as such, successors and assignsstockholders, and together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators, each in their capacities as such (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have or in the future may have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws (including with respect to SEC Whistleblowing) regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification or under the Company’s directors’ and officers’ liability insurance, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) any rights to vested equity that vested prior to or because of the termination of my employment and rights as a stockholder; and/or (g) any actions to enforce the Agreement. [1] The Executive agrees that the Company may revise this release to satisfy the purpose of providing as full a release of claims (subject to payment of any benefits provided on the applicable termination of employment) as may be legally permissible. The Company may revise it to reflect changes in law for releases and may add language for ADEA compliance. For the avoidance of doubt, notwithstanding anything to the contrary, this Release does not limit my right to receive an award from any governmental agency for information provided to the governmental agency. However, by executing this Release, I hereby waive the right to recover any damages, compensation or monetary award from the Company in any lawsuit or any proceeding before any governmental agency that arises out of alleged facts or circumstances on or before the effective date of this Release. I acknowledge that, in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and that are intended to survive separation from employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEAgreement.

Appears in 1 contract

Samples: Employment Agreement (Intercept Pharmaceuticals Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated November __, 2022, with Rumble Inc. (such corporation, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Xxxxxxx Xxxxx, for and on behalf of Employee myself and Employee's my heirs, administrators, executors, administratorsand assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge each of the Company, and each of its direct and indirect subsidiaries and affiliates, and their respective successors and assigns, hereby releases together with their respective current and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, partners, members, shareholders (including any management company of a member or shareholder), employees, and agents and insurers(collectively, the “Group”), from any and all claimsclaims whatsoever up to the date hereof that I had, actionsmay have had, causes of actionor now have against the Group, disputeswhether known or unknown, liabilities for or damages, by reason of any kindmatter, which may now exist cause, or hereafter may be discoveredthing whatsoever, specifically including, but not limited to, including any and all claims, disputes, actions, causes claim arising out of action, liabilities or damages, arising from or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, violation of public policy, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant local law dealing with discrimination, harassment or retaliation, and any other purported restriction on an employer’s right to terminate the terms employment of employees. The release of claims in this Agreement. This release Release includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct of 1990, the Civil Rights Act of 1991, the Family and Medical Leave ActAct of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Equal Pay Act of 1963 and the Employee Retirement Income Security Act (excluding claims for accrued, vested benefits under an employee pension or other retirement plan of the Company), each as may be amended from time to time, and all other federal, state, and local laws and the common law or constitution of any jurisdiction. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law and for the provisions regarding the release of claims against the Group to be construed as broadly as possible, and hereby incorporate in this release similar federal, state or other laws, all of which I also hereby expressly waive. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any regulations facts or circumstances that give rise or could give rise to any claims by me under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under ‎Section 8 of my Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time. This I expressly acknowledge and agree that I – ● Am able to read the language, and understand the meaning and effect, of this Release; ● Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; ● Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had against any member of Group, and because of my execution of this Release; ● Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; ● Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; ● Had or could have had [twenty-one (21)][forty-five (45)]1 calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; ● Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; ● Was advised to consult with my attorney regarding the terms and effect of this Release; and ● Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall not affect cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any accrued and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding any provision of this Release to the contrary, nothing herein or in any Company policy or agreement prevents me, without notifying the Company, from (i) speaking with law enforcement, my attorney, the U.S. Equal Employment Opportunity Commission, or any state or local division of human rights Employee or fair employment agency; (ii) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any government agency; (iii) participating in a whistleblower program administered by the U.S. Securities and Exchange Commission or any other government agency; (iv) exercising any rights I may have under the National Labor Relations Act or other labor laws to engage in protected concerted activity; or (v) filing or disclosing any medical facts necessary to receive unemployment insurance, workers compensation Medicaid, or retirement plan because other public benefits to which I may be entitled; provided, however, that I agree to forgo any monetary benefit from the filing of Employee's prior a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Financial Officer. EMPLOYEE ACKNOWLEDGES To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. I acknowledge and agree that each member of the Group shall be a third-party beneficiary to the releases set forth in this Release, with full rights to enforce this Release and the matters documented herein. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND AGREES THAT THROUGH PERFORMANCE OF THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS GOVERNED BY AND CLAIMS IS TO BE CONSTRUED UNDER THE LAWS OF EVERY KIND THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND NATURE WHATSOEVERTO BE PERFORMED IN THAT STATE, KNOWN WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR UNKNOWN, CONTINGENT CLAIM ARISING OUT OF OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE OTHER PERSONS NAMED ABOVE, EXCEPT UNITED STATES DISTRICT COURT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.DISTRICT OF DELAWARE, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT SITTING IN DELWARE, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement. * * * I, Xxxxxxx Xxxxx, have executed this Release of Claims on the respective date set forth below: Xxxxxxx Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Rumble Inc.)

Release of Claims. In return for The Employee hereby releases and discharges the benefits conferred under Company, its affiliates, subsidiaries and owners, and each and every one of their former or current directors, shareholders, officers, employees, members, agents, successors, predecessors, subsidiaries, affiliates, assignees and attorneys (hereinafter the Employment Agreement “Released Parties”) of and this Agreement (from all actions, causes of action, claims or complaints, known or unknown, in law or equity which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), (or Employee, on behalf of Employee and Employee's ’s heirs, executors, administrators, successors and successors, assigns, hereby releases and forever discharges Company and its pastagents, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersrepresentatives or attorneys) ever had or now has, from any and all claimsthe beginning of time through the date Employee signs this Agreement, actions, causes of action, disputes, liabilities or damages, by reason of any kindmatter, which may now exist cause or hereafter may be discovered, specifically including, but not limited to, thing whatsoever at any time up to and all claims, disputes, actions, causes including the date of action, liabilities or damagesexecution of the Agreement, arising from out of or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing in connection with employmentemployment by Company (collectively, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws“Claims”). This release shall not affect includes all claims for compensation of any accrued rights kind, such as bonuses, commissions, paid time off, and expense reimbursements, and for any impairment of Employee’s ability to obtain subsequent employment and any permanent or temporary loss of future earnings. Employee intends to release all Claims to the fullest extent permitted by applicable law. Employee understands and agrees that, while Employee may hereafter discover claims or facts in addition to or different from those which Employee now knows or believes to be true with respect to the subject matters of this Agreement, it is Employee’s intention by signing this Agreement to fully, finally and forever release any and all Claims whether now known or unknown, suspected or unsuspected, which now exist, may exist, or previously have existed, notwithstanding any later-discovered additional facts, as set forth above. Notwithstanding the foregoing, nothing in the Agreement seeks to waive claims for unemployment compensation, claims for vested benefits under the terms of any medical insuranceemployee pension or welfare benefit plan or program of Company, workers and claims for workers’ compensation benefits, but Employee represents not having suffered any type of injury which Employee believes to be work-related. Employee further represents that Employee is not aware of any failure by the Company to comply with any of its regulatory or retirement plan because of Employee's prior employment with legal obligations or, if Employee is so aware, that Employee has reported such awareness to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERExcept as provided in this Agreement, KNOWN OR UNKNOWNEmployee further agrees not to sue or otherwise institute, CONTINGENT OR LIQUIDATEDor cause to be instituted, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany complaint against Company or any of the other Released Parties in any legal matters or applicable courts.

Appears in 1 contract

Samples: Separation Agreement and Release (Gain Therapeutics, Inc.)

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if described herein, Employee does not enter into this Agreement)hereby waive and does hereby release, Employeeknowingly and willingly, on behalf of Employee and Employee's heirsthe Corporation, executors, administratorsits subsidiaries, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors its employees, agents, directors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents past and insurerspresent, from any and all claims, actions, causes of action, disputes, liabilities or damages, claims of any kindnature whatsoever Employee has arising out of Employee's employment and/or the termination of Employee's employment, which may now exist known or hereafter may be discoveredunknown, specifically including, including but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might may have under either federal, state or local law dealing with employment, labor, contract, torttort or anti-discrimination laws, wage statutes and hour, or civil rights matters, including, but not limited to, Title VII of case law and specifically claims arising under the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act, Executive Order 11246, the Employee Retirement Income Security Act, the Family and Medical Leave Act, similar state lawsthe Rehabilitation Act of 1973, the Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, Smokers' Right Law, and any and all other state, local or county ordinances, statutes or regulations under such lawsincluding claims for attorneys' fees, provided, however, that this release does not apply to claims for benefits arising out of obligations expressly undertaken in this Agreement and does not apply to claims arising out of any act or omission occurring after the date Employee signs this Agreement. Employee acknowledges and understands that this paragraph is intended to prevent Employee from making any claims against the Corporation regarding any matter or incident up to the date Employee executes this Agreement. Employee agrees and covenants not to xxx and not to bring an action against the Corporation or its future parent corporations, its past, present and future divisions, subsidiaries, affiliates and related companies and their successors and assigns and all past, present and future directors, officers, employees and agents of these entities, personally and as directors, officers, employees and agents, before any court or other forum. 13. This release Agreement will cause any prior written or oral commitment or understanding between the Corporation and the Employee pertaining to the benefits described herein to be and become null and void. 14. This Agreement and all interpretations, determinations and administrations shall not affect be made on behalf of the Corporation by its Compensation Committee. 15. This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Employee, his heirs, designated beneficiaries and personal representatives. 16. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 17. The restrictive covenant contained herein, which prohibits the Employee from engaging in any accrued rights business in competition with the Corporation, shall survive (a) this Agreement, (b) any Termination of the employment of the Employee, and (c) the dates on which benefits are to be paid to the Employee may have under any medical insurance, workers compensation for a period of five (5) years from and after the later of either the date of Termination or retirement plan because the last payment of Employee's prior employment with Companybenefits hereunder. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE18.

Appears in 1 contract

Samples: Retirement Agreement (Carnival Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Xxxxx Xxxxxxxx for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the CAVA Group, Inc (the “Company”) and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time, or (iv) claims that arise following the date hereof in my capacity as a shareholder or equityholder with respect to vested equity held by me (as governed by the terms of the applicable plan document award agreement, and/or governing documentation). I expressly acknowledge and agree that I – Am able to read the language, and understand the meaning and effect, of this Release; Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release; Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; Had or could have [twenty-one (21)][forty-five (45)]1 days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; Was advised to consult with my attorney regarding the terms and effect of this Release; and Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This release paragraph shall not affect apply, however, to a claim of age discrimination under ADEA or to any accrued rights Employee may have under non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any medical insurance, workers compensation or retirement plan because of Employee's prior claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and the Severance Benefits will control as the exclusive remedy and full settlement of all such claims by me. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH Nothing in this Release shall prohibit or impede me from communicating, cooperating or filing a complaint with any U.S., federal, state or local governmental or law enforcement branch, agency or entity (a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are 1 To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s General Counsel or other officer designated by the Company. I do not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication, disclosure, or activity permitted by this paragraph. I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek further employment with the Company or any other member of the Company Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS SHALL BE GOVERNED BY AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE OTHER PERSONS NAMED ABOVELAWS OF THE STATE OF DELAWARE, EXCEPT FOR APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement, dated [•], 2023, with the Company (the “Employment Agreement”). Xxxxx Xxxxxxxx Date:

Appears in 1 contract

Samples: Employment Agreement (Cava Group, Inc.)

Release of Claims. In return for Executive agrees that the benefits conferred under foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by Parent, the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present current and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, from any trustees, divisions, and all claimssubsidiaries, actionsand predecessor and successor corporations and assigns (collectively, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance “Releasees”) pursuant to the terms Bonus Agreement; provided, however that the foregoing release shall not cover obligations arising from rights of Executive (i) under any indemnification agreement between Executive and the Company (including indemnification provided for under applicable law) or insurance policy of the Company, in each case, in effect as of the date of Closing (as defined in the Merger Agreement), (ii) under the Charter Documents (as defined in the Merger Agreement) (iii) relating to salaries, vacation and expenses that have accrued prior to the date of, or will be due to Executive after the date of this Agreement (with respect to periods prior to the date hereof) in the ordinary course of business consistent with past practices, or (iv) the obligations of the Parent set forth in the Separation Agreement and Release between Executive and Parent. Executive, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to (i) any matters relating to Executive’s employment by Company or Parent through the Earn Out Period, (ii) the payment of the Earn-Out Bonus or claims that could be asserted under the Bonus Agreement or the Merger Agreement (with respect to the calculation of the Earn-Out Bonus), or (iii) purchase or actual purchase by Executive of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (such released claims collectively referred to as the “Claims”). Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete release as to the Claims. This release does not extend to any obligations incurred under this Agreement. This release includesdoes not release claims related to Executive’s ongoing and future employment with the Parent after the date hereof. Executive represents that he has made no assignment or transfer of any right, but is not limited toclaim, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federalcomplaint, state or local law dealing with employmentcharge, contractduty, tortobligation, wage and hourdemand, cause of action, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation other matter waived or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEreleased by this Section.

Appears in 1 contract

Samples: Release of Claims Agremeent (Cafepress Inc.)

Release of Claims. In return for consideration for, among other terms, the payments and benefits conferred under the Employment Agreement described in Sections 2, 3 (c) and this Agreement (4, to which Employee acknowledges Company has no legal obligation to provide if Employee does you otherwise would not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, and each of their past, present current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown, liabilities or damagesthat, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees (“Claims”). This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims relating to your employment by and termination of employment with the Company; all Claims of wrongful discharge; all Claims of breach of contract; all Claims of retaliation or reinstatement or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, age discrimination under the Age Discrimination in Employment Act); all Claims of defamation or other torts; all Claims of violation of public policy; all Claims for wages, the Americans with Disabilities Actbonuses, the Family incentive compensation, vacation pay or any other compensation or benefits; and Medical Leave Actall Claims for damages of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages and any regulations under such laws. This attorneys fees; provided, however, that this release shall not affect your right to enforce this Agreement. You agree that you shall not seek or accept reinstatement with any accrued rights Employee may Releasees. You also agree that you shall not seek damages of any nature, equitable or legal remedies, attorney’s fees, or costs from any of the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have under not heretofore assigned to any medical insurance, workers compensation third party and you have not heretofore filed with any agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 1 contract

Samples: Anika Therapeutics Inc

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