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 (Assisted Living Concepts Inc), Employment Agreement (Us West Homes Inc), Employment Agreement (Senior Care Industries 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 (Onconetix, Inc.), Employment Agreement (Blue Water Vaccines Inc.), Employment Agreement (Blue Water Vaccines Inc.)

Release of Claims. In return for Employee agrees that the benefits conferred under foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, other than obligations that remain outstanding pursuant to the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), or the Company’s employee benefit plans. 2.1 Employee, on behalf of Employee himself and Employee's his descendants, heirs and successors, hereby fully releases and discharges the Company and the its respective heirs, executors, administratorsaffiliates, directors, officers, agents, servants, stockholders, employees, representatives, 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, duties, obligations, actions, or causes of actionaction whatsoever, disputeswhether presently known or unknown, liabilities asserted or damages, of any kindunasserted, which may now exist arise from or hereafter may be discoveredrelate in any way to his employment with the Company, specifically or any transactions between the Company as employer and Employee as employee, including, but not limited towithout limitation, any and all claims, disputes, actions, causes of action, liabilities claims relating to or damages, arising from or relating to Employee's his employment relationship with Company, or the Company and/or the termination of such that relationship; any and all claims for wrongful termination of employment; any and all claims for breach of a contract of employment, except for express or implied; any claim for payment or performance pursuant to the terms and all claims of this Agreement. This release includesdiscrimination, but is not limited toharassment, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and/or retaliation under Federal 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 mattersState laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act; the Sarbanes Oxley Act, the Americans with Disabilities Act, the Family Occupational Safety and Medical Leave Act, similar state lawsHealth Administration Act (“OSHA”), and any regulations under such lawsand all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this paragraph shall be and remain in effect in all respects as a complete general release of the matters released. This release of claims does not apply to any rights or claims that you cannot release as a matter of law, including any claims for indemnity under California Labor Code Section 2802 (if applicable). 2.2 Employee acknowledges that he has had the opportunity and has been advised to consult with legal counsel regarding this Release Agreement and the provisions of California Civil Code section 1542, which 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 WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Employee, being aware of said Code section, expressly waives any rights he may have there under, as well as under any other statute or common law principles of similar effect. Employee specifically agrees that he is waiving any unknown claims. 2.3 Employee understands and agrees that he: (i) has had a full twenty one (21) days within which to consider this Release Agreement before executing it; (ii) has carefully read and fully understands all of the provisions of this Release Agreement; (iii) is by this Release Agreement, releasing any and all claims, known or unknown, that Employee has against the Company and/or the persons released above; (iv) is knowingly, willingly and voluntarily agreeing to all of the terms set forth in this Release Agreement; (v) is xxxxxx advised to consult with an attorney of his choice prior to executing this Release Agreement; (vi) has a full seven (7) days following your execution of this Agreement to revoke this Agreement, and Employee is hereby advised that this Agreement shall not affect become effective or enforceable until that revocation period has expired; any accrued such revocation must be in writing and must be sent by certified mail, return receipt requested, to the General Counsel, Autodesk Inc. 000 XxXxxxx Xxxxxxx, San Rafael, CA 94903; (vii) understands that any rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) that may arise after the date this Release Agreement is executed are not waived; (viii) understands that this Release Agreement does not prohibit Employee may have under from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) and does not prohibit Employee from participating in any medical insuranceinvestigation or other process conducted by the EEOC; and (ix) is by reason of this Release Agreement and the release of claims herein, workers compensation or retirement plan because receiving from the Company the pay and benefits described in Paragraph 2 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 WHATSOEVERthe Separation 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 ABOVEwhich pay and benefits are in addition to anything of value to which Employee is already entitled.

Appears in 6 contracts

Samples: Executive Compensation Agreement (Moldflow Corp), Executive Compensation Agreement (Moldflow Corp), Executive Compensation Agreement (Moldflow Corp)

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 (Wheeling Pittsburgh Corp /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 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 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. (a) In return exchange for Employer agreeing to make the benefits conferred under the Employment Agreement Payments referred to in Section 2 below, less applicable withholding, Executive releases Employer and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)TRB, Employeeand their present, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present past and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, agents, employees, agents shareholders, members, affiliates, subsidiaries, divisions, related companies, successors, predecessors, assigns, members, shareholders, investors, trustees, partners, agents, attorneys, and insurersrepresentatives (which collectively are referred to in this Agreement as “Released Parties”), from any from, and Executive waives, all claimssuits, actionsdebts and claims that existed up to the time that Executive signs this Release, 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 claims, disputes, actions, causes of action, liabilities or damages, everything arising from or relating in any way related to Employee's Executive’s employment with Company, or the Company and/or the termination of such employment, except for any claim for payment or performance pursuant Employee’s employment with the Company (referred to the terms of in this AgreementRelease as “Claims”). This Release and Executive’s release and waiver of Claims includes, but is not limited to, the following: (1) All Claims against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees, (2) All Claims asserted and all Claims that could have been asserted in a lawsuit by Executive against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees, (3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware, (4) All Claims that, through Executive, Executive’s heirs, executors or administrators have, (5) All Claims arising under or relating to any claims that Employee might have for reemployment policy, agreement, plan, understanding or reinstatement promise, written or for additional compensation oral, formal or benefits informal, between the Company or any of the other Releasees 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 mattersExecutive, including, but not limited to, Title VII of the Change in Control Agreement, (6) All Claims for attorney’s fees, and (7) All Claims arising under common law or any local, state or federal law including, but not limited to, the Civil Rights Act of 1964, the Americans With Disabilities Act, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act, similar the Genetic Information Nondiscrimination Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage Payment Law, New Jersey Wage and Hour Law, all local, municipal, state and federal wage and hour laws, all local, municipal, state and federal “whistleblower” laws, all other laws affecting employment, and all amendments of those laws. (b) Notwithstanding the foregoing, the Company and Executive recognize that nothing contained in this Section 1 shall in any regulations way release or discharge: (i) Executive’s right to bring any Claim that cannot be waived under such laws. This release shall not affect applicable law; (ii) Executive’s right to receive payment in accordance with the terms of the Change in Control Agreement; (iii) Executive’s right to enforce, or bring any accrued rights Employee Claim for breach of, the Change in Control Agreement; (iv) Executive’s right to receive Executive’s equity in the Company pursuant to the terms of the any equity award agreement, as applicable; (v) Executive’s right to any vested benefits to which Executive may have be entitled under any medical insuranceretirement or pension plan of the Company or its subsidiaries, workers compensation as applicable; 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(vi) Executive’s right to bring any Claim for indemnification under any applicable directors and officers liability insurance policy or applicable state or federal law, 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 applicable (the “Excluded Claims”).

Appears in 4 contracts

Samples: Change in Control Agreement (Two River Bancorp), Employment Agreement (Two River Bancorp), Change in Control Agreement (Two River Bancorp)

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

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 Employee does not enter into consideration set forth in this Agreement), Employeewhich Executive acknowledges Executive would not otherwise be entitled to receive, on behalf of Employee Executive hereby fully, forever, irrevocably and Employee's heirsunconditionally releases, executorsremises and discharges the Company, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future subsidiaries, parent companies, subsidiaries, predecessors, successors and assignssuccessors, and each all of their past, respective past and present and future shareholders, officers, directors, stockholders, partners, members, employees, agents agents, representatives, plan administrators, attorneys, insurers and insurersfiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, disputessuits, liabilities or rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any kindor all of the Released Parties up to the date on which Executive signs this Agreement, which may now exist whether known or hereafter may be discoveredunknown, specifically including, but not limited 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 with, separation from, and/or ownership of securities of 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 matters, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with With Disabilities Act, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, similar state lawsthe Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102, Mass. Gen. Laws ch. 214, § 1C (Massachusetts right to be free from sexual harassment law), the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws xx. 000, § 000X, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws xx. 000, § 00X, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any regulations non-vested ownership interest in the Company, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that this release of claims shall not (i) prevent Executive from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Executive acknowledges that Executive may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding), (ii) deprive Executive of any rights under the Equity Awards and any other accrued benefits to which Executive has acquired (or will, pursuant to Section 2 and the Consulting Agreement, acquire) a vested right under any employee benefit plan or policy, stock plan, or any health care continuation to the extent required by applicable law; or (iii) deprive Executive of any rights Executive may have to be indemnified by the Company as provided in any agreement between the Company and Executive or pursuant to the Company’s Certificate of Incorporation or by-laws. This release Nothing herein 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 ABOVEprevent Executive from bringing claims to enforce the Separation Agreement and/or the Consulting Agreement.

Appears in 4 contracts

Samples: Transition, Separation and Release of Claims Agreement (Merrimack Pharmaceuticals Inc), Transition, Separation and Release of Claims Agreement (Merrimack Pharmaceuticals Inc), Transition, Separation and Release of Claims Agreement (Merrimack Pharmaceuticals 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 any nature. b. This Agreement does not prohibit the following rights or claims: (1) claims that first arise after I sign the Agreement or which arise out of or in connection with the interpretation or enforcement of the Agreement itself; (2) my rights, protections and claims for indemnification as a former officer of the Company under the Articles and Bylaws of the Company, pursuant to applicable state law, and my rights, protections and claims under any Company insurance policies covering the indemnification of officers or employees of the Company in connection with their employment or duties with the Company; (3) my right to file a charge or complaint with the EEOC or similar federal or state agency, or my ability to participate in any investigation or proceeding conducted by such agency, except I agree and understand that I will not seek or accept any personal relief including, but not limited to, an award of monetary damages or reinstatement to employment, in connection with such a charge or claims; and (4) any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any claim covered by this Agreement cannot be waived as a matter of law, I expressly agree that the Agreement will nevertheless remain valid and fully enforceable as to the remaining released claims. Nothing in this Agreement is intended to prohibit or interfere with my right to participate as a complainant or witness in a governmental agency investigation (including any activities protected under the whistleblower provisions of any applicable laws or regulations), during which communications can be made without authorization by or notification to the company. I am waiving, however, my right to any monetary recovery or relief should the EEOC, U.S. Department of Labor or similar federal or state agency pursue any claims on your behalf that are purportedly released by this Agreement. For the avoidance of doubt, nothing herein prevents me from receiving any whistleblower award. c. By signing this Agreement, I understand that as part of the Agreement above, I voluntarily and knowingly waive any and all of my rights or claims under the federal Age Discrimination in Employment Act of 1967 (ADEA), as amended, that may have existed prior employment with Companyto the date I sign the Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERHowever, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEI am not waiving any future rights or claims under the ADEA or Title VII of the Civil Rights Act for actions arising after the date I sign this Agreement.

Appears in 4 contracts

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

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 (a) Borrower hereby releases Lender and its officers, employees and agents from all claims and demands (known and unknown) it may have on the benefits conferred under date hereof arising out of or in any way relating to the Employment extension or denial of credit by Lender to Borrower or other matters relating to the indebtedness, any collateral securing payment and performance of such indebtedness, or any matter preliminary to the execution and delivery by Borrower and Lender of this Amendment. The release set forth above shall not extend to any claim arising after the date of execution hereof (which may be after the effective date of this Agreement) to the extent based on acts or omissions of Lender occurring after such date, except that such release is specifically intended by the parties to include the transactions leading up to the execution of this Amendment. This Amendment and the release provisions contained in this Section 7 are contractual, and not a mere recital. (b) Borrower acknowledges and agrees that Lender is not, and shall not be, obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including, without limitation, any renewal of the indebtedness evidenced by the Loan Documents, except on the terms and subject to the conditions set forth in the Loan Documents as hereby amended and modified. (c) Borrower understands and acknowledges that Lender and Account Holder are separate and distinct corporate entities, as well as affiliate corporations, and Borrower has knowingly and consciously made the determination to proceed with the credit arrangements with Lender as provided in this Credit Agreement and this Agreement to maintain the investment advisor and custodian relationship with Account Holder as provided in the Investment Agreement. Borrower (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee i) knowingly waives 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 insurersLender for, from and against any and all claimsclaim, actionsdemand, causes cause of action, disputesliability, liabilities damages and expenses incurred by Borrower and (ii) covenants and agrees that it will not claim, or damagesattempt to claim, rights of any kindsetoff, which may now exist off-set, recoupment or hereafter may be discoveredthe like against Lender, specifically includingin the case of both clauses (i) and (ii), but not limited arising out of, based upon, relating to, or otherwise occurring as a result of, any and all claims, disputes, actions, causes of action, liabilities acts or damages, arising from or relating to Employee's employment with Companyomissions of, or the termination any breach of such employmentcontract or tort or any other theory of liability by, except for Account Holder. This provision is not intended to affect any claim for payment rights or performance remedies of Borrower against Lender pursuant to the terms of this Credit 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 3 contracts

Samples: Credit and Security Agreement (Medicis Pharmaceutical Corp), Credit & Security Agreement (Medicis Pharmaceutical Corp), Credit and Security Agreement (Medicis Pharmaceutical Corp)

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)Severance Benefit, EmployeeI, on behalf of Employee and Employee's myself, my heirs, executorsassigns, administratorslegal representatives, successors in interest, and assignsany person claiming through me or any of them, hereby releases completely release 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, discharge all “Released Parties” (as that term is defined in paragraph 4 below) from any and all claims, actionsdemands or liabilities whatsoever, causes based on any act or omission occurring before my signing of actionthis Release, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, without limitation, any claims, demands or liabilities arising out of my employment with any Released Party or the ending of such employment. The matters released include, but are not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, claim 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, under: Title VII of the Civil Rights Act of 1964, ; the Federal Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Americans with Disabilities Act of 1990; the Federal Family and Medical Leave Act of 1993; the Equal Pay Act; the Xxxxx Civil Rights Act; the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, state or local law, regulation or ordinance regulating wages, hours and working conditions; any action based on any alleged breach of contract, breach of the Americans with Disabilities Actcovenant of good faith and fair dealing, the Family and Medical Leave Actfraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar state lawsbenefit, sick leave, pension, retirement, vacation pay, holiday pay, stock options, car allowance, life insurance, health or medical insurance, or any other fringe benefit; any claim for reimbursement of health or medical costs; and any regulations under such lawsclaim for disability. This Notwithstanding anything in this release to the contrary, this release shall not affect effect a release of any accrued rights Employee claim I may have for post-termination rights or benefits under my employment agreement and any medical insurance, workers compensation claim for indemnification from the Company under my employment agreement 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 ABOVEotherwise.

Appears in 3 contracts

Samples: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)

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 (a) 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 of employment with 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, Act and the Americans with Disabilities Act. You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs. (b) 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 (i) arise from the Company’s obligations under this Agreement, the Family and Medical Leave ActExecutive Plan, similar state lawsany equity award/grant agreements (of whatever name or kind), and any regulations shareholder agreements between you and the Company, (ii) relate to your status as a shareholder in the Company, (iii) relate to Section 1(d) of the Executive Plan, (iv) relate to the Company’s obligation to defend and indemnify you under such the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (v) 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: Release Agreement (Synchronoss Technologies Inc), Release Agreement (Synchronoss Technologies Inc), Release Agreement (Synchronoss Technologies Inc)

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, Settlement Agreement, Settlement Agreement

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 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)Severance Payments, EmployeeI, on behalf of Employee and Employee's myself, my heirs, executorsassigns, administratorslegal representatives, successors in interest, and assignsany person claiming through me or any of them, hereby releases completely release 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, discharge all “Released Parties” (as that term is defined in paragraph 4 below) from any and all claims, actionsdemands or liabilities whatsoever, causes based on any act or omission occurring before my signing of actionthis Release, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, without limitation, any claims, demands or liabilities arising out of my employment with any Released Party or the ending of such employment. The matters released include, but are not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, claim 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, under: Title VII of the Civil Rights Act of 1964, ; the Federal Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Americans with Disabilities Act of 1990; the Federal Family and Medical Leave Act of 1993; the Equal Pay Act; the Xxxxx Civil Rights Act; the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection Act; the Massachusetts General Laws; the Massachusetts Fair Employment Practice Act; the Massachusetts Wage Act; any federal, state or local law, regulation or ordinance regulating wages, hours and working conditions; any action based on any alleged breach of contract, breach of the Americans with Disabilities Actcovenant of good faith and fair dealing, the Family and Medical Leave Actfraud, fraudulent inducement or any other tort; any violation of public policy or statutory or constitutional rights; any claim for severance pay, bonus or similar state lawsbenefit, sick leave, pension, retirement, vacation pay, holiday pay, stock options, car allowance, life insurance, health or medical insurance, or any other fringe benefit; any claim for reimbursement of health or medical costs; and any regulations under such lawsclaim for disability. This Notwithstanding anything in this release to the contrary, this release shall not affect effect a release of any accrued rights Employee claim I may have for post-termination rights or benefits under my Employment Agreement and any medical insurance, workers compensation claim for indemnification from the Company under my Employment Agreement 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 ABOVEotherwise.

Appears in 3 contracts

Samples: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group 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: Employment Agreement (Relmada Therapeutics, Inc.), Employment Agreement (Relmada Therapeutics, Inc.), Employment Agreement (Relmada Therapeutics, 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 3 contracts

Samples: Executive Severance and Retention Agreement (Methode Electronics Inc), 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 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 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 a. Effective upon the entry of judgment by the Court, in consideration of the relief set forth herein, the sufficiency of which is expressly acknowledged, the following claims against Defendants are released: i. The Class Members and Named Plaintiffs, including the organizational Plaintiffs, The Arc of New Jersey, and the American Civil Liberties Union of New Jersey, release any claims for systemic injunctive relief under IDEA or Section 504 regarding the benefits conferred special education system in DOC Prisons at issue in the Lawsuit which arose on or before the Effective Date of this Agreement; ii. The individual Named Plaintiffs, Xxxx X., Xxxxx X., and Xxxxx X., release any claims for compensatory education in DOC Prisons under the Employment Agreement and IDEA or Section 504 which arose on or before the Effective Date of this Agreement; and iii. The Class Members release any claims for compensatory education in DOC Prisons under IDEA or Section 504 which arose on or between the dates January 11, 2015 through October 31, 2020, unless Class Members opt out of the compensatory education relief in Section IV within two years of the Effective Date using Exhibit C. b. Except as set forth in Section XI(a), nothing in this Agreement (which Employee acknowledges Company has no legal obligation shall be construed to provide if Employee does not enter into this Agreement)release any additional claims by any of the Named Plaintiffs, Employeeclass members, on behalf of Employee and Employee's heirsor any other person for: any claims arising under the IDEA, 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 CompanySection 504, or the termination ADA, such as claims for compensatory education, individual due process claims, reasonable accommodations or modifications related to physical access, communication access, behavioral policies, and/or accommodations otherwise relating to hearing, vision, and/or mobility, mental health, and/or developmental disabilities; any claims regarding conditions of such employment, except for confinement arising under the United States Constitution or New Jersey law; or any claim for payment or performance pursuant monetary claims that may exist under any relevant laws. Nothing in this Agreement shall be construed to release any claims to enforce the terms of this Agreement. This The organizational Plaintiffs, The Arc of New Jersey, and the American Civil Liberties Union of New Jersey, do not release includes, but is not limited to, any claims that Employee might have for reemployment of their individual members or reinstatement constituents, although those individual members or for additional compensation or benefits and applies to constituents do release certain 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 if they are members 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 ABOVEclass pursuant to Section XI(a).

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Release of Claims. (a) In return for consideration of the benefits conferred under offered herein, Consultant hereby agrees to release and discharge 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 of their past, present and future shareholders, the Company's officers, directors, employees, and agents and insurers(collectively, the "Released Parties") from any and all claims, actions, causes of action, disputes, liabilities or damages, action and demands of any every kind, arising at law or in equity, which may now exist Consultant has or hereafter may be discoveredever had against any of them, specifically arising up to and including the date Consultant signs this Termination Agreement, including, but not limited toto claims arising out of the Consulting Agreement, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to EmployeeConsultant's employment relationship with Company, the Company or the termination of such employmentthereof under any contract, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includestort, 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, fair employment practices or civil rights matters, law including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, the Family and Medical Leave ActEmployee Retirement Income Security Act of 1974, similar state lawsthe New Jersey Law Against Discrimination, and or any regulations under such lawsclaim for physical or emotional distress or injuries, or any other duty or obligation of any kind or description. This release shall apply to all known, unknown, unsuspected and unanticipated claims, liens, injuries and damages including, but not limited to, claims of employment discrimination, indemnity or discharge, or claims sounding in tort or in contract, express or implied as of the date of the execution of this Termination Agreement. Except to enforce the provisions of this Termination Agreement, Consultant agrees not to initiate any legal action, charge or complaint seeking to recover damages against any of the Released Parties relating to the matters covered or contemplated by this Termination Agreement or that is based on events that took place prior to the date of execution hereof or claims existing as of the date of execution hereof. In the event Consultant asserts any such actions, charges or complaints in the future, Consultant agrees that the Company, in addition to any other remedies available at law or in equity, shall be entitled to recover its costs and the attorneys fees incurred by one or more of the Released Parties in defending such action, charge or complaint. This Termination Agreement shall not affect Consultant's rights and obligations under the terms of any accrued rights Employee pension or 401k plan. (b) The Company hereby agrees to release and discharge Consultant from any and all claims, causes of action and demands of every kind, arising at law or in equity, whether known or unknown, which the Company has, ever had had, and ever in the future may have under against Consultant, arising up to and including the date the Company signs this Termination Agreement, provided that with respect to Consultant's actions as a director of the Company the foregoing release shall not apply to any medical insuranceclaims arising from or related to (i) any breach of Consultant's duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) section 174 of the Delaware General Corporation Law, workers compensation or retirement plan because (iv) any transaction from which the Consultant derived an improper personal benefit. Except to enforce the provisions of Employee's this Termination Agreement or as otherwise provided herein, the Company agrees not to initiate any legal action, charge or complaint seeking to recover damages against Consultant relating to the matters covered or contemplated by this Termination Agreement or that is based on events that took place prior employment to the date of execution hereof or claims existing as of the date of execution hereof. In the event the Company asserts any such actions, charges or complaints in the future, Consultant agrees that the Company, in addition to any other remedies available at law or in equity, shall be entitled to recover its costs and the attorneys fees incurred by Consultant in defending such action, charge or complaint. (c) Consultant hereby acknowledges that he has been provided an opportunity to consult with an attorney or other advisor of his choice regarding the terms of this Termination Agreement, that he has been given 45 days in which to consider whether he wishes to enter into this Termination Agreement, and that he has elected to enter this Termination Agreement knowingly and voluntarily. Consultant further acknowledges that he may revoke his assent to this Agreement within seven days of its execution by Consultant. If Consultant wishes to revoke his agreement, he must notify Xxxxxxx X. Xxxx within the seven day revocation period. The voluntary payments to be provided hereunder will be held in escrow by Fulbright & Xxxxxxxx L.L.P., counsel 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 ABOVEand will be released upon expiration of the revocation period.

Appears in 2 contracts

Samples: Termination Agreement (H Power Corp), Termination Agreement (H Power 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, 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 (a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. hereof and for $10.00 paid by the benefits conferred under Officer to the Employment Agreement Company and this Agreement (the covenants of the Officer contained herein, the Officer and the Company each acknowledge that the payments being made as consideration are in addition to anything of value to which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee either is entitled and Employee's heirs, executors, administrators, successors and assigns, accordingly 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, agrees to hold harmless the other from any and all claims, actionsrights, causes of actionaction or liabilities of whatever nature, disputeswhether at law or in equity, liabilities or damagesdamages (compensatory, consequential or punitive) against the other which the Officer or the Company may now have or hereafter can, shall or may have for, upon, or by reason of any kindmatter, cause or thing, whatsoever, which may now exist has happened, developed or hereafter may be discoveredoccurred on or before the date of this Agreement, specifically arising out of Officer’s and the Company’s employment relationship (other than Workers’ Compensation claims pending or otherwise related to such employment) or termination of employment from the Company or retirement hereunder, including, but not limited to, and in the Officer’s case, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and all claimsthose arising under any federal, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companystate, 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, discrimination or civil rights mattersor labor laws and/or rules or regulations, includingand/or common law, but not limited towhether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Age Discrimination in Employment Employee Retirement Income Security Act, as such laws have been or may be amended from time to time) and any other claims of any nature arising during or in connection with the Americans with Disabilities Actemployment relationship. (b) The Company and the Officer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement. (c) Each of the Officer and the Company acknowledge and agree that this Agreement shall not be construed as an admission by either of any improper or unlawful actions or of any wrongdoing whatsoever against the other or any other persons, and each of them expressly denies any wrongdoing whatsoever against each other. (d) For the Family purposes of this Section 4 (a) through (d), “Company” shall include TECO Energy, Inc., Tampa Electric Company, their subsidiaries and Medical Leave Act, similar state lawsaffiliates, and any regulations under such laws. This release agent, officer, director, or employee thereof, and “Officer” shall not affect any accrued rights Employee may have under any medical insuranceinclude the Officer, 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 WHATSOEVERher heirs, KNOWN OR UNKNOWNpersonal representatives, CONTINGENT OR LIQUIDATEDexecutors, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEadministrators, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuccessors and assigns.

Appears in 2 contracts

Samples: Retention and Voluntary Retirement Agreement, Retention and Voluntary Retirement Agreement (Tampa Electric Co)

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 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)Xxxxxx hereby agrees, Employee, that on behalf of Employee himself and Employee's his marital community, heirs, executors, administrators, successors and assigns, hereby releases to release (i.e., give up) all known and forever discharges Company unknown claims that he currently has against any of the Released Parties. For purposes of this Agreement, the Released Parties means: Microsoft and any of its current and former parents, subsidiaries, affiliates, related companies, joint ventures, their predecessors and successors, and with respect to each such entity, all of 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, shareholders, administrators, representatives, employees, agents and attorneys, insurers, from any successor or assigns, each in his/her capacity as such. Xxxxxx understands 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 agrees that 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 and applies causes of action arising under: (a) Any federal law relating to claims that Employee might have under either federalemployment discrimination, state or local law dealing with termination of employment, contractbenefits, tortwages, wage and hourreasonable accommodation, or civil rights mattersof disabled employees, including, but not limited to, Title VII of the Civil Rights Act of 1964, such as the Age Discrimination in Employment ActAct of 1967, 29 U.S.C. § 621 et seq., the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, similar state lawsTitle VII of the 1964 Civil Rights Act, the Employee Retirement Income Security Act of 1974, and the Worker Adjustment and Retraining Notification Act. (b) Any state, local or foreign law relating to employment discrimination, termination of employment, benefits, wages, reasonable accommodation, or rights of disabled employees, including, but not limited to, the Washington Law against Discrimination. (c) Any other basis for legal or equitable relief whether based on express or implied contract, tort, statute, regulation, ordinance, common law, or other legal or equitable ground. Xxxxxx agrees that this Agreement is not an admission of guilt or wrongdoing by the Released Parties and acknowledges that the Released Parties do not believe or admit that they have done anything wrong. Xxxxxx understands that he is not waiving any regulations (i) claims that the law does not permit him to waive, (ii) claims arising from events occurring after the date he signs this Agreement, (iii) claims for indemnification, contribution or for D&O coverage or (iv) claims for accrued benefits or compensation (except for claims pertaining to any awarded but unvested stock awards). Xxxxxx represents that he has not filed or caused to be filed any lawsuit, complaint, or charge against Microsoft or any of the Released Parties with respect to any claim this Agreement purports to waive with any governmental agency or in any court, and that he will not file, cause to file, initiate, or pursue (except as otherwise provided in this Agreement or required by law) any such complaints, charges, or lawsuits at any time hereafter other than to enforce his rights under such lawsthis Agreement. This release shall not affect Microsoft, on its behalf and on behalf of each Released Party in their capacity as such, hereby releases all known claims any accrued rights Employee may of them have under against Xxxxxx, excluding any medical insurance, workers compensation claim related to fraud or retirement plan because misappropriation 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 ABOVEMicrosoft property.

Appears in 2 contracts

Samples: Retirement Agreement, Retirement Agreement (Microsoft 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’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 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: Executive Employment Agreement (Chiasma, Inc), Executive Employment Agreement (Chiasma, 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 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 You hereby acknowledge and agree that by signing this Agreement and this Agreement accepting the Consideration, you are waiving your right to assert any Claim (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into as defined below) against Magenta arising from acts or omissions that occurred on or before the Effective Date of this Agreement), Employee, . Please note the definition of Magenta contained in footnote 1 of this Agreement. You agree that you are making this release of Claims on behalf of Employee and Employee's yourself, your representatives, agents, estate, heirs, attorneys, insurers, servants, spouse, executors, administrators, successors and assignssuccessors, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each any other person, entity, and (to the extent allowed by law) government agency acting on your behalf. a. Your waiver and release is intended to bar any form of their pastlegal claim, present lawsuit, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking money or any other form of relief, including but not limited to equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery (including but not limited to back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and future shareholdersany other costs). You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination of your employment, officers, directors, employees, agents and insurers, you agree that such Claims are included in this waiver and release. You specifically waive and release the Company from any and all claimsClaims arising from or related to your employment relationship with the Company or the termination of your employment, actionsincluding without limitation Claims under any statute, causes ordinance, regulation, executive order, common law, constitution and/or other source of action, disputes, liabilities or damages, law of any kindstate, which may now exist country and/or locality (collectively and individually referred to as “Law”), including but not limited to the United States and the Commonwealth of Massachusetts. b. Without limiting the foregoing general waiver and release, except for Claims resulting from the failure of the Company to perform its obligations under this Agreement, you specifically waive and release the Company from any Claims arising from or hereafter may be discoveredrelated to your employment relationship with the Company or the termination thereof, specifically including without limitation: (i) Claims under any Law concerning discrimination, harassment, retaliation, or other fair employment practices, including, but not limited to, any the Massachusetts Anti-Discrimination and all claimsAnti-Harassment Law (Mass. Gen. L. ch. 151B), disputesthe Massachusetts Sexual Harassment Law (Mass. Gen. L. ch. 214, actions§ 1C), causes of actionthe Massachusetts Equal Pay Act (Mass. Gen. L. ch. 149, liabilities or damages§ 105A), arising from or relating to Employee's employment with Companythe Massachusetts Civil Rights Act (Mass. Gen. L. ch. 12, or §§ 11H, 11I), the termination of such employmentMassachusetts Equal Rights Act (Mass. Gen. L. ch. 93, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes§§ 102, 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 to103, 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 2 contracts

Samples: Separation Agreement (Dianthus Therapeutics, Inc. /DE/), Separation Agreement (Dianthus Therapeutics, Inc. /DE/)

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 (a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. hereof, the Officer, 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)himself, Employee, on behalf of Employee and Employee's his heirs, executors, administrators, successors and assigns, assigns acknowledges that the payments being made as consideration are in addition to anything of value to which he is entitled and accordingly hereby releases and forever discharges agrees to hold harmless the Company and its past(which, present and future affiliates, future parent companiesfor purposes of this section includes the Company, subsidiaries, predecessorsand any agent, successors officer, director or employee thereof) from all claims, rights, causes of action or liabilities of whatever nature, whether at law or in equity, or damages (compensatory, consequential or punitive) against the Company which the Officer, his heirs, executors, administrators, successors, and assigns, and each of their pastmay now have or hereafter can, present and future shareholdersshall or may have for, officersupon, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, by reason of any kindmatter, cause or thing, whatsoever, which may now exist has happened, developed or hereafter may be discoveredoccurred on or before the date of this Agreement, specifically arising out of the Officer’s employment (other than Workers’ Compensation claims pending or otherwise related to such employment) with or termination of employment from the Company or retirement hereunder, including, but not limited to, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and all claimsthose arising under any federal, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companystate, 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, discrimination or civil rights mattersor labor laws and/or rules or regulations, includingand/or common law, but not limited towhether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Age Discrimination in Employment Employee Retirement Income Security Act, as such laws have been or may be amended from time to time). (b) The Company and the Americans with Disabilities ActOfficer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement. (c) The Officer acknowledges and agrees that this Agreement shall not be construed as an admission by Company of any improper or unlawful actions or of any wrongdoing whatsoever against the Officer or any other persons, and Company expressly denies any wrongdoing whatsoever against the Family Officer or any other employee. (d) For the purposes of this Section, “Company” shall include TECO Energy, Inc., Tampa Electric Company, TECO Transport Corporation, their subsidiaries and Medical Leave Act, similar state lawsaffiliates, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insuranceagent, workers compensation officer, director, 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 ABOVEemployee thereof.

Appears in 2 contracts

Samples: Voluntary Retirement Agreement, Voluntary Retirement Agreement (Teco Energy 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 and Release of Claims, Letter Agreement and Release of Claims (Conceptus Inc)

Release of Claims. In return for By operation of the benefits conferred under entry of the Employment Agreement Final Approval Order, and except as to such rights or claims as may be created by this Agreement: (A) Each Settlement Class Member who does not timely opt out pursuant to this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)irrevocably and unconditionally waives, Employeereleases, 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, actionsrights, and causes of action, disputeswhether known or unknown, 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 19641964 and any other federal law, and state statutory, constitutional, or common law (whether characterized as discrimination, harassment, consumer protection, labor, or other claims) including claims in law, equity, contract, tort, or public policy, arising during or before the Settlement Class Period or applicable State Settlement Class Period, against Defendant and all of its current and former parents, subsidiaries, affiliates, predecessors, officers, directors, employees, shareholders, agents and attorneys, that were made or could have been made to challenge Defendant’s parental leave policy and application of its policy as sex discrimination, including such sex discrimination claims for injunctive or equitable relief, declaratory relief, damages, and/or penalties of any kind (the “Release”). (B) Unless a Settlement Class Member opts out of the settlement, the Age Discrimination person shall be subject to the terms of the Settlement and the Release whether or not such individual has filed a claim with the Settlement Administrator or otherwise actively participated in Employment Actthe Settlement. Furthermore, before receiving any monetary relief under the Americans with Disabilities ActSettlement, each Settlement Class Member will be required to execute an additional full and final release of any and all claims released by the Family and Medical Leave Act, similar state lawsSettlement (the “Supplemental Release”). The full text of the Release shall be included in the Notice distributed to Settlement Class Members, and the Claim Form shall include the Supplemental Release in which the Settlement Class Members acknowledge that by submitting a Claim Form, they are agreeing to the release of claims as set forth in full in the Notice. (C) Except as provided in this Agreement, Class Counsel and Named Plaintiff hereby irrevocably and unconditionally release, acquit, and forever discharge any regulations under such laws. This release shall not affect any accrued rights Employee claim that he, she or they may have under for attorneys’ fees or costs associated with Class Counsel’s representation of the Settlement Class Members against Defendant and all of its current and former parents, subsidiaries, affiliates, predecessors, officers, directors, employees, shareholders, agents and attorneys. Class Counsel further understands and agrees that any medical insuranceAttorneys’ Fees and Litigation Expenses approved by the Court will be the full, workers compensation or retirement plan because final and complete payment of Employee's prior employment all attorneys’ fees and costs associated 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 ABOVEClass Counsel’s representation in the Litigation.

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

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 consideration for the payments and other benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation provided to provide if Employee does not enter into Executive by this Agreement), Employeeincluding those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows: a. For Executive and for all people acting on Executive’s behalf of Employee and Employee's (such as, but not limited to, family, heirs, executors, administrators, successors personal representatives, agents and/or legal representatives), Executive agrees to waive any and assignsall claims or grievances which Executive may have against Comerica and Comerica’s past or present stockholders, 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, directorstrustees, agents, representatives, attorneys, employees, agents in their individual or representative capacities, and insurersany and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “Released Parties”). By Executive’s signature hereto, Executive, for himself and for all people acting on Executive’s behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, actions, causes of action, disputescontracts, liabilities or damagesgrievances, of any kindliabilities, which may now exist or hereafter may be discovereddebts, specifically includingjudgments, and demands, including but not limited toto any claims for attorney fees, any and all claimsthat Executive ever had, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companynow has, or the termination may have by reason of such employmentor arising in whole or in part out of any event, except for any claim for payment act or performance pursuant omission occurring on or prior to the terms Effective Date of this Agreement. This release includes, but is not limited to, any and all claims of any nature that Employee might have for reemployment relate Restrictive Covenants and General Release Agreement 6 of 21 to Executive’s employment by or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing termination of employment with employment, contract, tort, wage and hour, or civil rights matters, includingComerica. This release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age Discrimination in Employment Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Texas Commission on Human Rights Act, the Americans Texas Free Enterprise and Enterprise Act of 1938, the Texas Payday Law, the Texas Minimum Wage Act of 1970, together with Disabilities any and all claims under the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family and Medical Leave Act, similar state lawsor any other federal, state, and or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Agreement, to release all claims as specified above to the maximum extent permitted by law, whether said claims are presently known or unknown. Restrictive Covenants and General Release Agreement 7 of 21 b. To the maximum extent permitted by law, Executive agrees that Executive has not filed, nor will Executive ever file, a lawsuit asserting any regulations claims which are released by this Agreement. c. Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, Executive is not entitled to receive any other compensation, incentive, wage, vacation or other paid time off, leave, benefit or other payment from Comerica, other than any vested benefits to which Executive may be entitled under the Comerica Incorporated Retirement Plan, the Comerica Incorporated Preferred Savings [401(k)] Plan, the Amended and Restated Benefit Equalization Plan for Employees of Comerica Incorporated, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, and the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, in each case in accordance with the terms of such lawsplans and, if applicable, any valid elections thereunder. This release In addition, prior to November 23, 2004, a portion of the Executive’s incentive bonus attributable to the three-year performance period under the MIP’s predecessor plan(s) was automatically invested in common stock that is non-transferrable until Executive terminates employment with Comerica (sometimes referred to as the non-deferred 3-year award program) (the “Non-Deferred Account”). Executive shall be Restrictive Covenants and General Release Agreement 8 of 21 entitled to receive the shares in Executive’s Non-Deferred Account following Executive’s Separation Date. d. The provisions of this Paragraph 6 do not affect apply to any accrued rights Employee claim Executive 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 ABOVEfor representation and indemnification pursuant to Paragraph 5(j) above.

Appears in 2 contracts

Samples: Restrictive Covenants and General Release Agreement, Restrictive Covenants and General Release Agreement (Comerica Inc /New/)

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, Separation Agreement (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: Executive Employment Agreement (Centrexion Therapeutics Corp), Executive Employment Agreement (Centrexion Therapeutics Corp)

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 does not give up your rights, if any, to any rights or claims which cannot legally be waived by this Agreement, including without limitation, unemployment compensation claims, workers’ compensation claims or the ability to file certain administrative claims. B. With respect to any claim that Executive might have under the Age Discrimination in Employment Act of 1967, as amended, Executive acknowledges the following: (i) the waiver of any rights or claims under the Age Discrimination in Employment Act of 1967 is in exchange for the consideration reflected in this Agreement; (ii) the Executive is not waiving rights or claims that may arise after the date of this Agreement; and (iii) the Executive has been advised by this written Agreement to consult with an attorney prior to executing this Agreement. The Executive also acknowledges that he has been given a period of at least twenty-one (21) days within which to consider this Agreement. At Executive’s option and sole discretion, Execute may waive the twenty-one (21) day review period and execute this Agreement before the expiration date of twenty-one (21) days if given a reasonable period of time within which to consider this Agreement and Executive’s waiver is made freely and voluntarily, without duress or any coercion by any other person. Executive and the Company agree that the Executive shall have a period of seven (7) days following the execution of this Agreement within which to revoke this Agreement. C. The Company’s offer to executive under this Agreement and the payments and benefits set forth herein is not intended to, and shall not be construed as, any admission of liability to Executive of any improper conduct on the part of the Company, all of which the Company specifically denies. Except as otherwise provided herein, Executive acknowledges that upon payment of the amounts and benefits set forth herein, the Company will have satisfied any and all obligations owed to the Executive other than those set forth in the Employment Agreement. Executive certifies that the following: (i) Executive has read the terms of this Agreement, (ii) Executive has been advised in writing to consult with an attorney of his own choice prior to executing this Agreement, (iii) Executive had an opportunity to do so, (iv) Executive understand this Agreement’s terms and effects, (v) Executive has in fact been advised by counsel of his own choosing, and (vi) Executive is satisfied with the representation provided by his counsel. Executive further certifies that neither the Company, nor any representative of the Company, has made any representations to you concerning this Agreement other than those contained herein. Executive further acknowledge that the terms and language of this Section 3.02 of the Agreement were the result of negotiations with the Company and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation. D. If any provision of this Section 3.02 of the Agreement or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any accrued rights Employee may have under other provision hereof (or the remaining portion thereof) or the application of such provision to any medical insurance, workers compensation other persons 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 ABOVEcircumstances.

Appears in 2 contracts

Samples: Transaction Bonus 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 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: Employment Agreement (Actinium Pharmaceuticals, Inc.), Employment Agreement (Actinium Pharmaceuticals, Inc.)

Release of Claims. In return for the promises made herein, Executive hereby unconditionally waives and releases the Company, its predecessors and successors, its owners and parents, subsidiaries and other affiliates, directors, officers, employees, agents, benefits conferred under the Employment Agreement plans and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)its fiduciaries, Employeeinsurers, and all others acting through or 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 pastthe foregoing entities and persons (collectively, present and future shareholders, officers, directors, employees, agents and insurers, the “Released Persons”) from any and all claims, actions, causes of action, disputes, and liabilities or damages, of any kindkind or character, whether now known or unknown, which Executive may now exist or hereafter may be discovered, specifically including, but not limited to, have against any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or them as of the termination date of such employment, except for any claim for payment or performance pursuant to the terms Executive’s 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: (i) claims or causes of action for salary, bonus or other incentive compensation, profits, expense reimbursements, any other form of compensation or benefits, damages of any nature whatsoever, attorneys’ fees, or any other monetary amounts of any nature whatsoever; (ii) claims or causes of action under any federal or state statute, regulation, ordinance, common law or other source of law (e.g., asserting breach of contract or good faith and fair dealing, defamation, infliction of emotional distress, other tort, discrimination or harassment, ERISA, COBRA, Title VII of the Civil Rights Act Act, ADA, ADAAA, XXXX, ADEA, USERRA, etc.) based on any act or omission by the Company or any other Released Person during Executive’s tenure with the Company or related to Executive’s status at the Company or Executive’s resignation from and/or the termination of 1964Executive’s employment with the Company; and/or (iii) any other act or omission of the Company or any other Released Person regardless of its nature or character. Any claims arising after the Effective Date of this Agreement are not covered by this release. Further, notwithstanding the foregoing, the Age Discrimination claims released herein expressly do not include: (a) any claim to compensation, benefits or other sums owed pursuant to, or referenced within, Sections 1 through 4 of this Agreement; (b) any claim to indemnification or the benefits of any insurance policy to which Executive may be entitled; or (c) any rights arising out of, or relating to, those restricted stock unit agreements set forth on Annex D. Without limiting the preceding statements, it is acknowledged that Executive does not waive any right to file an administrative charge with the Equal Employment Opportunity Commission (EEOC), any state fair employment practices agency, or the National Labor Relations Board (NLRB), (subject to the restriction that, if any charge is filed, Executive agrees not to violate the confidentiality provisions of this release or to seek or in Employment Actany way accept any award, the Americans with Disabilities Actrecovery, the Family and Medical Leave Actsettlement, 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 ABOVEindividual relief therefrom).

Appears in 2 contracts

Samples: Retirement Agreement, Retirement Agreement (Newfield Exploration Co /De/)

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 Employee does not enter into consideration set forth in this Agreement), Employeewhich Executive acknowledges he would not otherwise be entitled to receive, on behalf of Employee Executive hereby fully, forever, irrevocably and Employee's heirsunconditionally releases, executorsremises and discharges the Company, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future subsidiaries, parent companies, subsidiaries, predecessors, successors and assignssuccessors, and each all of their past, respective past and present and future shareholders, officers, directors, stockholders, partners, members, employees, agents agents, representatives, plan administrators, attorneys, insurers and insurersfiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, disputessuits, liabilities or rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any kindor all of the Released Parties up to the date on which he signs this Agreement, which may now exist whether known or hereafter may be discoveredunknown, specifically including, but not limited 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 and/or separation from 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 matters, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, similar state lawsthe Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws xx. 000, § 000X, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws xx. 000, § 00X, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all state and federal whistleblower claims to the maximum extent permitted by law; and any regulations claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this release of claims prevents Executive from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Executive acknowledges that he may not recover any monetary benefits in connection with any such lawscharge, investigation, or proceeding, and Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding). This release also does not prevent Executive from reporting possible violations of federal securities laws to government enforcement agencies without notice to the Company, or from receiving any applicable award for information provided to such government enforcement agencies. Further, nothing herein shall not affect prevent Executive from bringing claims to enforce this Agreement and/or the Consulting Agreement, or release (i) any accrued rights Employee Executive may have under the Company’s certificate of incorporation, by-laws, insurance and/or any medical insuranceindemnification agreement between him and the Company (and/or otherwise under law) for indemnification and/or defense as an employee, workers compensation officer or retirement director of the Company for his service to the Company (recognizing that such indemnification and/or defense is not guaranteed by this Agreement and shall be governed by the instrument or law, if any, providing for such indemnification and/or defense), (ii) any rights Executive may have to vested equity ownership in the Company under the applicable equity plans and agreements, (iii) any rights Executive may have to vested pension or 401(K) benefits or interests under any ERISA-Covered benefit plan because of Employee's prior employment with (excluding severance) provided 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(iv) any rights to COBRA or Workers’ Compensation Benefits, CONTINGENT OR LIQUIDATEDor (v) any rights or claims that cannot be waived by law, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEincluding claims for unemployment benefits, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEwhich the Company agrees that it will not contest, provided that the Company will not make any false statement to any government agency.

Appears in 2 contracts

Samples: Separation and Release of Claims Agreement, Separation and Release of Claims Agreement (Merrimack Pharmaceuticals Inc)

Release of Claims. In return (a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. xxxxxx, the Officer, 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)himself, Employee, on behalf of Employee and Employee's his heirs, executors, administrators, successors and assigns, hereby assigns acknowledges that the payments being made as consideration are in addition to anything of value to which he is entitled and accordingly xxxxxx releases and forever discharges agrees to hold harmless the Company and its past(which, present and future affiliates, future parent companiesfor purposes of this section includes the Company, subsidiaries, predecessorsand any agent, successors officer, director or employee thereof) from all claims, rights, causes of action or liabilities of whatever nature, whether at law or in equity, or damages (compensatory, consequential or punitive) against the Company which the Officer, his heirs, executors, administrators, successors, and assigns, and each of their pastmay now have or hereafter can, present and future shareholdersshall or may have for, officersupon, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, by reason of any kindmatter, cause or thing, whatsoever, which may now exist has happened, developed or hereafter may be discoveredoccurred on or before the date of this Agreement, specifically arising out of the Officer’s employment (other than Workers’ Compensation claims pending or otherwise related to such employment) with or termination of employment from the Company or retirement hereunder, including, but not limited to, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and all claimsthose arising under any federal, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companystate, 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, discrimination or civil rights mattersor labor laws and/or rules or regulations, includingand/or common law, but not limited towhether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Age Discrimination in Employment Employee Retirement Income Security Act, as such laws have been or may be amended from time to time). (b) The Company and the Americans with Disabilities ActOfficer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement. (c) The Officer acknowledges and agrees that this Agreement shall not be construed as an admission by Company of any improper or unlawful actions or of any wrongdoing whatsoever against the Officer or any other persons, and Company expressly denies any wrongdoing whatsoever against the Family Officer or any other employee. (d) For the purposes of this Section, “Company” shall include TECO Energy, Inc., Tampa Electric Company, their subsidiaries and Medical Leave Act, similar state lawsaffiliates, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insuranceagent, workers compensation officer, director, 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 ABOVEemployee thereof.

Appears in 2 contracts

Samples: Voluntary Retirement Agreement and General Release (Tampa Electric Co), Voluntary Retirement Agreement (Teco Energy 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 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 You hereby acknowledge and agree that by signing this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into the Reaffirmation attached hereto at Exhibit A, and accepting the Severance Pay and Severance Benefits provided for in this Agreement), Employeeyou are waiving your right to assert any Claim (as defined below) against InVivo arising from acts or omissions that occurred on or before the Separation Date; provided, on behalf however, that any Claim that would have accrued between the Effective Date and the Separation Date will only be released upon your execution of Employee the Reaffirmation. You also represent that you have not asserted or filed any Claim (as defined below) against InVivo. Your waiver and Employee's heirsrelease is intended to bar any form of legal claim, executorslawsuit, administratorscharge, successors and assignscomplaint or any other form of action (collectively referred to as “Claims”) against InVivo seeking money or any other form of relief, 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, including but not limited toto equitable relief (whether declaratory, injunctive or otherwise), damages or any and all claimsother form of monetary recovery (including but not limited to back pay, disputesfront pay, actions, causes of action, liabilities or compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs). You understand that there could be unknown or unanticipated Claims resulting from your employment with InVivo and the termination of your employment, and you agree that such Claims are included in this waiver and release. Without limiting the generality of the previous paragraph, you specifically waive and release InVivo from any Claims arising from or relating related to Employee's your employment relationship with Company, InVivo or the termination of such your employment, except for without limitation: (i) Claims under any claim for payment or performance pursuant statute, ordinance, regulation, executive order, common law, constitution and/or other source of law of any state, country and/or locality (collectively and individually referred to the terms of this Agreement. This release includesas “Law”), 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 United States, the Commonwealth of Massachusetts and any other state or locality where you worked for InVivo; (ii) Claims under any Law concerning discrimination or fair employment practices, including but not limited to the Massachusetts Anti-Discrimination and Anti-Harassment Law (Massachusetts General Laws Chapter 151B), the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), Title VII of the Civil Rights Act of 19641964 (42 U.S.C. § 2000e et seq.), the Age Discrimination in Employment Act, and the Americans with Disabilities ActAct (42 U.S.C. § 12101 et seq.), each as amended; (iii) Claims under any Law relating to wages, hours, whistleblowing, leaves of absences or any other terms and conditions of employment, including but not limited to the Family and Medical Leave ActAct of 1993 (29 U.S.C. § 2601 et seq.), similar state lawsthe Worker Adjustment and Retraining Notification (WARN) Act (29 U.S.C. § 2601 et seq.), the Massachusetts Payment of Wages Law (Massachusetts General Laws Xxxxxxx 000, §§ 000, 000), Xxxxxxxxxxxxx General Laws Chapter 149 in its entirety, and Massachusetts General Laws Chapter 151 (including but not limited to the minimum wage and overtime provisions) each as amended. You specifically acknowledge that you are waiving any Claims for unpaid wages under these and other Laws; (iv) Claims under any state, federal or local common law theory; (v) Claims arising under the Company’s policies or benefit plans; and (vi) Claims arising under any other Law or constitution. Notwithstanding the foregoing, this Section shall not release InVivo from any obligation expressly set forth in this Agreement, any indemnification rights you have or might have, and any regulations under such lawsrights you have to any vested benefit. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Pay and Severance Benefits provided for in this Agreement. This release shall Agreement also does not affect prevent you from reporting possible violations of applicable laws to government enforcement agencies without notice to the Company, or from receiving any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment applicable award provided by such government enforcement agencies 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 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 disclosure.

Appears in 2 contracts

Samples: Severance Agreement (Invivo Therapeutics Holdings Corp.), Severance Agreement (Invivo Therapeutics Holdings Corp.)

Release of Claims. In return for Executive hereby fully and finally releases and waives to the benefits conferred under maximum extent permitted by applicable law the Employment Agreement following legal and equitable claims against the Company up to the moment that he signs and delivers this Agreement to the Company: (which Employee acknowledges Company i) all claims that Executive has no legal obligation now, whether or not he now knows about or suspects the claims, including securities or common law claims relating to provide if Employee does not enter into this Agreement), Employee, on behalf purchases 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 assignssecurities of the Company, 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 claims relating to Employee's employment with Executive’s share ownership in the Company; (ii) all claims for attorney’s fees, or the termination of such employmentcosts and disbursements; (iii) all rights and claims for discrimination, except for harassment and retaliation 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 applicable federal, state or local law dealing with employmentstatute, contractlaw, tort, wage and hourregulation, or civil rights mattersordinance, including, but not limited tofor example, rights and claims of age discrimination, harassment, and retaliation under the federal Age Discrimination in Employment Act (“ADEA”), Older Workers Benefit Protection Act (“OWBPA”), and New York Human Rights Law (“NYHRL”); and discrimination, harassment, and retaliation claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, and the Age Discrimination NYHRL; (iv) all claims arising from Executive’s employment and the termination of his employment, including but not limited to breach of contract, breach of implied contract, breach of the implied covenant of good faith and fair dealing, illegal termination, termination in Employment Actviolation of public policy, the Americans with Disabilities Actpromissory estoppel, the Family and Medical Leave Actwrongful termination, similar state lawsnegligence, defamation, retaliation, invasion of privacy, fraud, and infliction of emotional distress; (v) all claims for any regulations other unlawful employment practices arising out of or relating to Executive’s employment or separation from employment; (vi) all claims for any other form of pay or compensation that is not provided in this Agreement including, for example, bonus pay and commission pay; and (vii) all claims under such lawsthe Employee Retirement Income Security Act of 1974, as amended. This The money and benefits that Executive is receiving in this Agreement as the Company’s Obligations are full and fair payment for the release shall and waiver of the above legal and equitable claims, and they have a value that is greater than anything else to which he was already entitled if he did not affect enter into this Agreement. The Company hereby advises Executive that the above release and waiver does not apply to any accrued rights Employee claim that may have arise under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with the ADEA after the date on which he signs and delivers this Agreement 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 2 contracts

Samples: Separation Agreement (Creative Realities, Inc.), Separation Agreement (Creative Realities, 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 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 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 As a condition of Executive 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, which payments and benefits Executive is not otherwise entitled to receive, Executive understands and agrees that he will be required to execute a release of all claims against the Company (arising out of matters occurring on or prior to such termination) in the form attached hereto as Exhibit 1 (the "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. Executive acknowledges that he has been advised in writing to consult with an attorney prior to executing the Release, and each Executive agrees that he will consult with his attorney prior to executing the Release. The Executive and the Company agree that Executive has a period of their pasttwenty-one (21) days within which to consider this Release, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes has a period 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 seven (7) days following 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 execution of the Civil Rights Act of 1964, Release within which to revoke the Age Discrimination in Employment Act, Release. The parties also acknowledge and agree that the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release Release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation be effective or retirement plan because enforceable until the seven (7) day revocation period expires. The date on which this seven (7) day period expires shall be the effective date of Employee's prior employment with Companythe Release (the "Release Effective Date"). EMPLOYEE ACKNOWLEDGES AND THE EXECUTIVE AGREES THAT THROUGH THIS EXECUTION AND DELIVERY TO THE COMPANY OF THE RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERREQUESTED BY THE COMPANY, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEPASSAGE OF ALL NECESSARY WAITING PERIODS IN CONNECTION THEREWITH, EXCEPT FOR SHALL BE A CONDITION TO THE RIGHTS SPECIFICALLY EXCLUDED ABOVERECEIPT OF ANY PAYMENT OR BENEFITS TO BE PROVIDED BY THE COMPANY UNDER THIS AGREEMENT. IF THE EXECUTIVE ELECTS NOT TO EXECUTE AND DELIVER TO THE COMPANY THE RELEASE REQUESTED BY THE COMPANY, THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY PAYMENTS OR BENEFITS UNDER THIS AGREEMENT AND ALL SUCH PAYMENTS AND BENEFITS SHALL BE FORFEITED.

Appears in 2 contracts

Samples: Change in Control Agreement (Lilly Industries Inc), Change in Control Agreement (Lilly Industries Inc)

Release of Claims. In return (a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. hereof, the Officer, 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)himself, Employee, on behalf of Employee and Employee's his heirs, executors, administrators, successors and assigns, assigns acknowledges that the payments being made as consideration are in addition to anything of value to which he is entitled and accordingly hereby releases and forever discharges agrees to hold harmless the Company and its pastfrom all claims, present and future affiliatesrights, future parent companiescauses of action or liabilities of whatever nature, subsidiarieswhether at law or in equity, predecessorsor damages (compensatory, successors consequential or punitive) against the Company that the Officer, his heirs, executors, administrators, successors, and assigns, and each of their pastmay now have or hereafter can, present and future shareholdersshall or may have for, officersupon, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, by reason of any kindmatter, which may now exist cause or hereafter may be discoveredthing, specifically whatsoever, that has happened, developed or occurred on or before the date of this Agreement, arising out of the Officer’s employment (other than Workers’ Compensation claims pending or otherwise related to such employment) with or termination of employment from the Company or retirement hereunder, including, but not limited to, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and all claimsthose arising under any federal, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companystate, 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, discrimination or civil rights mattersor labor laws and/or rules or regulations, includingand/or common law, but not limited towhether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Age Discrimination in Employment Employee Retirement Income Security Act, as such laws have been or may be amended from time to time). (b) The Company and the Americans with Disabilities ActOfficer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement. (c) The Officer acknowledges and agrees that this Agreement shall not be construed as an admission by the Company of any improper or unlawful actions or of any wrongdoing whatsoever against the Officer or any other persons, and the Family Company expressly denies any wrongdoing whatsoever against the Officer or any other person. (d) For the purposes of this Section, “Company” shall include TECO Energy, Inc., Tampa Electric Company, Peoples Gas System, TECO Partners, Inc., TECO Guatemala, Inc., their subsidiaries and Medical Leave Act, similar state lawsaffiliates, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insuranceagent, workers compensation officer, director, 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 ABOVEemployee thereof.

Appears in 2 contracts

Samples: Retirement Agreement (Teco Energy Inc), Retirement Agreement (Teco Energy 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 executive severance benefits conferred under set forth in Section 3 of the Employment Severance Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)General Release, Employee, on behalf of Employee the Executive hereby irrevocably and Employee's heirs, executors, administrators, successors and assigns, hereby unconditionally releases and forever discharges Company 3Com and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessors, successors successors, affiliates and assignsjoint ventures, and each all of their past, present and future shareholdersdirectors, officers, directors, employees, agents and representatives, attorneys, agents, insurers, assigns, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities identified above (the “Released Parties”) from any all known and all unknown claims, actionspromises, debts, obligations, causes of action, disputes, liabilities or damages, similar rights of any kindtype, which in law or in equity, that the Executive has, had or 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, have had arising from or relating to Employee's his employment with Company3Com and the termination thereof (“Claims”). The Executive understands that the Claims that he is hereby releasing include, but are not limited to: a. Any and all Claims that in any way arise from or relate to the Executive’s employment with 3Com or the termination of such that employment, except such as claims for compensation, bonuses, commissions, benefits, reimbursements, lost wages, or unused accrued PTO; b. Any and all Claims that in any claim for payment way arise from or performance pursuant relate to the terms design or administration of this any employee benefit program; c. Any and all Claims that arise from or relate to any severance or similar benefits or to post-employment health or group insurance benefits not expressly set forth in Section 3 of the Severance Agreement and General Release, including without limitation any and all Claims to benefits or compensation under the Executive’s Management Retention Agreement. This release includes, but is not limited toas amended, and the Company’s Section 16 Officer Severance Plan; d. Any and all Claims based on a contract, any employment or wrongful discharge claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits tort claims, and applies to claims that Employee might have under either any and all Claims based on a federal, state or local law dealing with employmentlaw, contract, tort, wage and hour, regulation or civil rights mattersordinance, 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 Employee Retirement Income Security Act, similar state lawsthe Worker Adjustment Retraining and Notification Act, the Fair Labor Standards Act, Massachusetts General Laws ch. 151B, all as may have been amended, and any regulations other federal, state, or local common law, statute, regulation, or ordinance of any other type or kind. The Executive understands that he is hereby releasing Claims that he may not know about. Notwithstanding anything to the contrary contained in this Agreement, the Executive’s release of Claims under such laws. This release shall this Section 4 does not affect constitute a waiver by the Executive of any accrued rights Employee or benefits that he may have pursuant to (i) this Agreement, (ii) the Company’s 401(k) Plan, and (iii) any right of indemnification or contribution against the Company under applicable insurance policies, statutory law or Company by-laws, if any, to the same extent available to any medical insurance, workers compensation or retirement plan because other officer of Employee's prior the Company for any third-party claim against him arising from his employment with as an officer 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, 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: Severance Agreement (3com Corp), Severance Agreement (3com Corp)

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: Severance Payment Agreement, Severance Payment Agreement (Dataram Corp)

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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: Employment Agreement (Actinium Pharmaceuticals, Inc.), Consulting Agreement (Actinium Pharmaceuticals, 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, Separation Agreement (Alliance Data Systems Corp)

Release of Claims. In return for the benefits conferred under the Employment You hereby agree and acknowledge that by signing ------------------ this Letter Agreement and accepting the Severance Pay and Benefits, and other good and valuable consideration provided for in this Agreement Letter Agreement, you are waiving any right to assert any form of legal claim against Number Nine (which Employee acknowledges Company has no legal obligation term shall be deemed to provide if Employee does not enter into this Agreement)include its divisions, Employeeaffiliates and subsidiaries and all related entities, 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 agents, attorneys, contractors, successors and insurersassigns) of any kind whatsoever arising from the beginning of time through the Effective Date. Your waiver and release is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as "Claims") against Number Nine 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 Number Nine up through the Effective Date. You understand that there could be unknown or unanticipated claims resulting from your employment with Number Nine and the termination thereof and agree that such claims are intended to be and are included in this waiver and release. Furthermore, you agree not to participate in any Claims, and waive any recovery for any Claims, brought on your behalf by a third party against Number Nine. Without limiting the foregoing general waiver and release, you specifically waive and release Number Nine 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, Number Nine 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 related statute, Title VII of regulation or executive order, 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, mental or physical disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Massachusetts Fair Employment Practices Statute, the Massachusetts Civil Rights Act of 1964Acts, the Massachusetts Equal Protection Act, the Federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Act of 1991, the Equal Pay Act and the Americans with Disabilities Act. ** 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 and any similar 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 enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction or emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law, including, without limitation, unfair and deceptive trade practices statutes. Nothwithstanding the foregoing, this paragraph shall not release Number Nine from any obligation expressly set forth in this Letter Agreement, nor shall it release Number Nine from the ongoing indemnification obligations set forth in the Certificate of Incorporation or Bylaws of Number Nine. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Pay and Benefits. You further acknowledge and agree that the provision to you of the Severance Pay and Benefits is not, and is not intended to be, an admission of any regulations liability on the part of the parties hereby released or an indication that they expect any liability to hereafter arise, and that such releases deny any liability. 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 that the release set forth in this section is intended to release any right that you have to file a claim against Number Nine alleging discrimination on the basis of age. Consistent with the provisions of OWBPA, Number Nine is providing you with twenty-one (21) days in which to consider and accept the terms of this Letter Agreement by signing below. In addition, you may rescind your assent to this Agreement if, within seven (7) days after the date you sign this Letter Agreement, you deliver a notice of recision to Xxxxxxx Xxxxxxxx at Number Nine. To be effective, such laws. This release shall not affect any accrued rights Employee may have under any medical insurancerecision must be hand delivered or postmarked within the seven (7) day period and sent by certified mail, 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 WHATSOEVERreturn receipt requested, KNOWN OR UNKNOWNto Xxxxxxx Xxxxxxxx, CONTINGENT OR LIQUIDATEDHuman Resources, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVENumber Nine Visual Technology Corporation at 00 Xxxxxxxx Xxxxxx, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVELexington, MA 02173.

Appears in 2 contracts

Samples: Separation Agreement (Number Nine Visual Technology Corp), Severance Agreement (Number Nine Visual Technology 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 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: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, Inc.)

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. 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 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 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: Employment Agreement (Ocera Therapeutics, Inc.), Employment Agreement (Ocera Therapeutics, 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: Executive Employment Letter (Chiasma, Inc), Executive Employment Letter (Chiasma, 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 the benefits conferred under the Employment You hereby agree that by signing this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into accepting the Separation Pay set forth in Section 1 and payment of COBRA costs as provided in Section 2, and for other good and valuable consideration provided for in this Agreement), Employeethe receipt and sufficiency of which is hereby acknowledged, on behalf you are knowingly and voluntarily waiving, terminating, canceling, releasing and discharging any and all suits, actions, causes of Employee and Employee's action, claims, allegations, rights, obligations, liabilities, demands, entitlements or charges (collectively, “Claims”) that you (or your heirs, executors, administrators, successors and assigns) have or may have, hereby releases whether known, unknown or unforeseen, vested or contingent, by reason of any matter, cause or thing occurring at any time before and forever discharges including the Effective Date against the Company, its owners, directors, members, officers employees, agents, insurers whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any Claim 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, attorney’s fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the foregoing general waiver and release, you specifically waive and release the Company as well as any of its divisions, affiliates, 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, employees, agents and attorneys, agents, insurers, and assigns from any and all claimswaivable claim arising from or related to your employment relationship or termination of employment with the Company through the Effective Date including, actionswithout limitation: ● Claims under any Florida or other local, causes of actionstate, disputesor federal discrimination, liabilities fair employment practices, or damagesother employment-related statute, regulation, or executive order (as they may have been amended through the Effective Date) prohibiting wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any kindcontract, which may now exist or hereafter may be discovered, specifically discrimination or harassment based upon any protected status including, without limitation, race, color, ethnicity, religion, national origin, age, sex, gender, marital status, disability, veteran status, or sexual orientation, including but not limited torights or Claims under the Age Discrimination in Employment Act of 1967 and Older Workers Benefit Protection Act of 1990 (29 U.S.C. § 621, et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e, et seq.), the Equal Pay Act (29 U.S.C. § 201, et seq.), the Americans With Disabilities Act (42 U.S.C. § 12101, et seq.), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), the Genetic Information Nondisclosure Act, The Fair Labor Standards Act, the Florida Civil Rights Act; the Florida Minimum Wage Act;, the Florida Private Sector Whistle-Blower’s Act; Sections 440.205 and 448.101-105including all amendments to any of the aforementioned acts, the Florida Constitution and all claimsMiami-Dade County Code Chapter 11A. ● Claims under any Florida or any other state, disputeslocal or federal statute, actions, causes of action, liabilities regulation or damages, arising from or executive order (as amended through the Effective Date) relating to Employee's employment with Companyleaves of absence, layoffs or reductions-in-force, wages, hours, or the termination other terms and conditions of such employment, except for the Family and Medical Leave Act (29 U.S.C. §2601, et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000, et seq.), COBRA (29 U.S.C. § 1161, et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101, et seq.), all as amended , including all amendments to any of the aforementioned acts, or any other state, local or federal statute. ● Claims under any Florida or any other local, state, or federal law, rule, regulation, ordinance, or common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, slander, impairment of economic opportunity, interference with contractual relations, emotional distress, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud, or negligence, sexual harassment, retaliation, assault, battery, pain and suffering, and punitive or exemplary damages or any claim for payment to attorneys’ fees under any applicable statute or performance pursuant common law theory of recovery. ● Claims under Florida or any other state, local or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the terms Sxxxxxxx-Xxxxx Act of this Agreement2002 and any similar state, local or federal statute. This release includes● Claims relating to employment, but is not limited towages, compensation, hours worked, or any claims that Employee might have other Claims 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 mattersbonuses, including, but not limited to, Title VII all claims for unpaid wages, vacation pay, commission or bonus compensation under and claims arising under any Company compensation plan. ● Any other Claim arising under local, state, or federal law. ● release the Company from any obligation expressly set forth in this Agreement or from any obligation including, without limitation, obligations under the workers’ compensation laws, which as a matter of law cannot be released; ● release any Claim that may not by law be waived; ● prohibit you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the Florida Commission on Human Relations (“FCHR”), The Miami-Dade County Commission on Human Rights (“MDCCHR”) or any state or local agency; or ● prohibit you from initiating communications directly with, providing information to, responding to any inquiries from, reporting possible violations of law or regulation, participating and cooperating with any investigation or proceeding by the EEOC, FCHR, MDCCHR or agency of federal, state, or local government and you do not need the Company’s permission to do so. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in connection with any charge, complaint or lawsuit filed by you or anyone else on your behalf (whether involving a governmental entity or not); provided that you are not agreeing to waive, and this Agreement shall not be read as requiring you to waive, any right you may have to receive an award for information provided to any governmental entity. Nothing in this release or this Agreement, however, shall limit the right of the Civil Rights Act Company or any affected party sought to be released hereunder to seek immediate dismissal of 1964a charge of discrimination or any other employment related claim on the basis that your signing of this Agreement constitutes a full release of any rights you might otherwise have had to pursue the charge. You acknowledge and agree that, but for providing this waiver and release, you would not receive the Separation Pay and other consideration provided to you under the terms of this Agreement. You further agree that should you breach Section 4 or 5, the Age Discrimination Company, in Employment Actaddition to any other legal or equitable remedy available to the Company shall be entitled to recover the monies already paid to you pursuant to Sections 1 and 2 of this Agreement. The Company and you agree that nothing contained herein shall be construed or considered to be an admission of any wrongdoing. Your waiver and release are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. In the event that you do successfully challenge the validity of the release, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and Company or any regulations under such laws. This release shall not affect any accrued rights Employee affected party sought to be released hereunder may have under any medical insurance, workers compensation or retirement plan because seek recovery from you 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 ABOVEall amounts paid to you pursuant to this Agreement.

Appears in 1 contract

Samples: Mutual Separation and Release Agreement (AST SpaceMobile, 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 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 Xxxxxxxx. 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 1 contract

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

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. 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: Separation Benefits and Release Agreement (Transmeta 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 agrees 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 release any and all claims, debts, demands, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, disputesjudgments, liabilities damages or damagesexpenses, in law or in equity, that Employee has or may have against the Company arising out of any kind, which may now exist or hereafter may be discovered, specifically includingEmployee’s employment with the Company. Employee agrees that this release includes not only the Company, but not limited toalso the Company’s successors, assigns, present and former parent companies, subsidiaries, and affiliates, and their present and former agents, representatives, officers, managers, directors, partners, trustees, shareholders, insurers, attorneys, and employees (the “Released Parties”) and that this release includes all claims that Employee may have against the Released Parties occurring up through the date Employee signs this Agreement. Employee understands and agrees that this release is intended to waive all claims of every kind and nature, whether known or unknown, actual or contingent, asserted or unasserted, arising under common law, statutory law or otherwise. This release includes any and all claims, disputes, actions, causes of actionactions or claims Employee has had, liabilities or damages, arising from or relating to Employee's employment with Companynow has, or may have up to the termination date of such employmentthis Agreement including, except for any claim for payment or performance without limitation, those arising pursuant to the terms Age Discrimination in Employment Act 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, 1967; Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, as amended; the Americans with Disabilities Act of 1990, as amended; the National Labor Relations Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Civil Rights Act of 1991; the Family and Medical Leave Act, similar state laws, Act of 1993; the Worker Adjustment and Retraining Notification Act of 1988; 42 U.S.C. § 1981; the Xxxxxxxx-Xxxxx Act of 2002; the Alabama Age Discrimination in Employment Act and any regulations claims for discrimination, harassment, wrongful termination, retaliation, breach of contract, claims of unpaid wages or any other form of compensation, unpaid overtime or unpaid benefits under any federal, state or local laws or regulations, whether such lawsclaims arose, directly or indirectly, out of Employee’s employment with the Company. No claim of any sort is exempt from the above release, except claims that the law does not allow Employee to waive by signing this Agreement. This release shall forever bars all actions, claims, proceedings, and suits which arose or might arise in the future from any occurrences arising prior to the date of this Agreement and authorizes any court, administrative agency or tribunal to dismiss any claim, action, proceeding, or suit filed by the Employee with prejudice. For the purpose of implementing a full and complete release, Employee expressly acknowledges that the releases given in this Agreement are intended to include, without limitation, claims that Employee did not affect any accrued rights Employee may have under any medical insurance, workers compensation know or retirement plan because suspect to exist in Employee’s favor at the time of the date of Employee's prior employment ’s execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon with Companywhich they might be based, would have materially affected Employee’s decision to enter into this Agreement; and that the consideration provided under this Agreement was also for the release of those claims and contemplates the extinguishment of any such unknown claims. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThis release is not to be construed as interfering with Employee’s right to testify, KNOWN OR UNKNOWNassist or participate in an administrative hearing or proceeding with any governmental agency (or file a charge or complaint with any governmental agency), CONTINGENT OR LIQUIDATEDbut Employee understands that by signing this Agreement, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEEmployee otherwise agrees to waive any right to recover damages and any other benefits or remedies through any governmental charge, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcomplaint, investigation or action, including, but not limited to, back pay, front pay, benefits, damages, punitive damages, attorney fees, reinstatement or any other type of equitable or legal relief, as a result of any such charge, lawsuit or claim.

Appears in 1 contract

Samples: Separation Agreement (Hibbett Sports 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 Company’s agreement to provide if Employee does not enter into this Agreement)the Executive with the Severance Benefits, EmployeeExecutive acknowledges and agrees to the following: (a) Executive, and anyone claiming through Executive or on behalf of Employee his behalf, waives the right to assert and Employee's heirs, executors, administrators, successors further agrees to release and assigns, hereby releases and forever discharges 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, employees, agents and insurers, from the other Released Parties (as defined below) with respect to any and all claimsClaims (as defined below), actionswhether currently known or unknown, causes that Executive now has, has ever had, or may ever have against the Company and any of actionthe other Released Parties arising from or related to any fact, disputesagreement, liabilities act, omission, or damagesthing occurring or existing at any time prior to or on the date on which Executive signs this Agreement. Without limiting the foregoing, of any kind, which may now exist or hereafter may be discovered, specifically includingthe Claims released by Executive hereunder include, but are not limited to: (i) all Claims for any severance benefit which but for this Agreement might have been due the Executive under any previous agreement executed by and between the Company or any of the other Released Parties and the Executive or any other severance plan, any including but without limitation the Houghton Mifflin Harcourt Severance Plan, effective as of March 16, 2009 (the “Basic Severance Plan”, [and all claimsthe HMH Holdings (Delaware), disputesInc. Change in Control Severance Plan (the CIC Severance Plan”)], actions, causes of action, liabilities or damages, arising as they may be amended from or relating time to Employee's employment with Companytime, or the termination of such employment, except for any claim for payment or performance successors thereto; [Note: Text in brackets to be included if benefits are not being paid pursuant to the CIC Severance Plan] (ii) all Claims for or related in any way to Executive’s employment or termination of employment with, or his serving in any capacity in respect of, the Company including without limitation all claims for salary, wages, bonus, incentive pay, employee benefits or any other terms and conditions of this Agreement. This release includesemployment, 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 other benefit; (iii) all Claims that Employee might were or could have under either been asserted by Executive or on Executive’s behalf: (A) in any federal, state state, or local court, commission, agency or any other dispute resolution forum; (B) under any common law dealing with employmenttheory; or (C) under any contract (whether oral or written, contractexpress or implied), tort, wage and hourfederal, state, or civil rights matterslocal law, includingstatute, but not limited toregulation, ordinance, constitutional provision, administrative code, public policy, rule or executive order; and (iv) all Claims that were or could have been asserted by Executive or on Executive’s behalf arising under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964, ; the Age Discrimination in Employment Act, Civil Rights Act of 1991; the Civil Rights Act of 1866; the Americans with Disabilities Act, ; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1963; the Rehabilitation Act of 1973; the National Labor Relations Act; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Xxxxxxxx-Xxxxx Act of 2002; the Massachusetts Fair Employment Practices Act, similar M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148 et seq.; and the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and all other federal, state and local laws, statutes, regulations or ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment. (b) Notwithstanding the foregoing terms, Executive does not waive or release (i) any claim under the Indemnification Agreement between Executive and the Company dated June 22, 2012 (“Indemnification Agreement”); (ii) any right or claim that may not legally be waived; (iii) any claim for coverage under the Company’s directors and officers liability insurance policy in accordance with the terms of such policy; or (iv) any claim relating to Executive’s rights as a shareholder; (v) rights to severance benefits under Section 4.1 [insert applicable reference] of the Employment Agreement; or (vi) Executive’s rights to “Accrued Amounts” (as defined in the Employment Agreement) and any regulations under such laws. This release shall not affect any accrued rights Employee may have accrued, vested benefit under any medical insuranceequity award agreement or the Company’s employee benefit plans and programs, workers compensation except as herein provided at Paragraph 2(a)(i) with respect to the Basic Severance Plan [and the CIC Severance Plan], which may be amended, modified, suspended 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 ABOVEterminated by the Company at any time for any or no reason to the extent permitted by law.

Appears in 1 contract

Samples: Employment Agreement (HMH Holdings (Delaware), Inc.)

Release of Claims. In return exchange for the benefits conferred consideration provided to you 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 generally and completely release the Company, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its pastaffiliated, present related, parent and future affiliatessubsidiary entities, future parent companiesand its and their current and former directors, subsidiariesofficers, employees, shareholders, partners, agents, attorneys, predecessors, successors and assignssuccessors, insurers, affiliates, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, assigns from any and all claims, actionsliabilities, demands, causes of action, disputesand obligations, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any both known and all claims, disputes, actions, causes of action, liabilities or damagesunknown, arising from or relating in any way related to Employee's employment with Companyevents, acts, conduct, 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 from 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 from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits 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 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 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, the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment ActAct (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you are not releasing the Americans Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with Disabilities Actthe Company, the Family applicable law, or applicable directors and Medical Leave Act, similar state laws, and officers liability insurance; (ii) any regulations under such laws. This release shall claims that cannot affect be waived by law; or (iii) any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because claims for 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 1 contract

Samples: Separation and Consulting Agreement (Tempest Therapeutics, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement I hereby fully and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)finally release and discharge NBCUniversal Media, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company LLC and its pastcurrent, present former, and future affiliatesaffiliates and related entities, future parent companiesincluding, without limitation, parents, subsidiaries), predecessors, successors successors, divisions, joint ventures and assigns, and each of their past, these entities’ past or present and future shareholdersdirectors, officers, directors, employees, agents partners, members, principals, agents, insurers, co-insurers, re-insurers, shareholders, attorneys, personal or legal representatives in their individual and insurerscorporate capacities (“Defendant Releasees”), from any and all claims, actions, causes known and unknown wage and hour and wage payment claims against Defendant Releasees that arose out of action, disputes, liabilities or damages, of are in any kind, which may now exist or hereafter may be discovered, specifically way related to unpaid internships including, but not limited to, all claims for wages, overtime compensation, minimum wages, deductions from pay, meal and rest breaks, failure to comply with wage statement, wage notice and recordkeeping obligations, retaliation, penalties and interest under any and all applicable state and local laws, as well as the common law, and any other claims premised upon alleged wage and hour and wage payment violations, notification requirement or recordkeeping obligations, through [insert the Preliminary Approval Date]. This release of claims shall include any and all applicable state or local law wage and hour, wage payment claims and associated notice and recordkeeping obligations, demands, actions, rights, causes of action, and liabilities against Defendant Releasees that arose out of or are in any way related to unpaid internships, of whatever kind and nature, character, and description, whether in law or equity, whether sounding in tort, contract, statute, or other applicable law, whether known or unknown, and whether anticipated or unanticipated, including claims not known or suspected to exist at the time of the entry of the Court’s Judgment in the Litigation, for any type of relief, including without limitation claims for wages, damages, premium pay, unpaid costs, penalties (including late payment penalties), liquidated damages, punitive damages, interest, attorneys’ fees, litigation costs, restitution, or equitable relief, based on the following categories of allegations: (a) any and all wage and hour and wage payment claims asserted in the Litigation that arise under the law of any state and/or locality, including the statutes identified in Exhibit 10 to the Stipulation of Settlement filed with the Court; (b) any and all claims under applicable state and/or local laws for the failure to pay any type of overtime compensation or minimum wage; (c) any and all claims under applicable state and/or local laws for the failure to provide or pay for meal breaks, and/or rest periods; (d) any and all claims under applicable state and/or laws stemming from or based on the alleged misclassification of interns as non-employees; (e) any and all claims, disputesincluding without limitation state and/or local statutory and common law claims, alleging unlawful imposition, deduction, or chargeback from compensation for expenses or costs under applicable state laws; (f) any and all claims, including without limitation state and/or local statutory and common law claims, for failure to reimburse, indemnify, cover or pay for business costs and/or deductions; and (g) all claims for penalties or additional damages which allegedly arise from the claims described in (a) through (f) above under any applicable law (collectively “Released State Law Claims”). The Released State Law Claims include claims meeting the above definition under any and all applicable statutes, regulations, or common law of the following states, commonwealths, and/or districts: California, Connecticut and New York. I additionally hereby release and discharge the Defendant Releasees from any and all of the following claims, obligations, demands, actions, rights, causes of action, and liabilities against Defendant Releasees, of whatever kind and nature, character and description, whether known or unknown, and whether anticipated or unanticipated, including claims not known or expected to exist at the time of the entry of the Court’s Judgment in the Litigation, that arose out of or are in any way related to Unpaid Internships through [insert Preliminary Approval Date] including: (i) all claims arising under the Fair Labor Standards Act of 1938 (“FLSA”), as amended, 29 U.S.C. § 201, et seq., including all claims under for any type of relief, including without limitation claims for wages, overtime pay, minimum wages, damages, arising from or relating to Employee's employment with Companyfor retaliation damages; and (ii) all claims for unpaid costs, penalties (including late payment penalties), liquidated damages, punitive damages, interest, attorneys’ fees, litigation costs, restitution, or equitable relief based on 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(i) above .

Appears in 1 contract

Samples: Settlement Agreement

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)waive all claims against Xxxxxx Xxxxxxx, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases to release and forever discharges Company and its pastdischarge Xxxxxx Xxxxxxx, 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 insurersto 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 or hereafter may be discovered, specifically have against Xxxxxx Xxxxxxx as of the date of your execution of this Agreement including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, claim against Xxxxxx Xxxxxxx 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, 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, New York City Human Rights Law, as amended, New York Labor Act, similar state lawsas amended, New York Equal Pay Law, as amended, New York Civil Rights Law, as amended, New York Rights of Persons With Disabilities Law, as amended, New York Equal Rights Law, as amended, 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, monetary or equitable relief, 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 fringe benefits plans, medical plans, or attorneys’ fees 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 shall not affect rights or claims that may arise after the date of your execution hereof including without limitation any accrued rights Employee or claims that you may have to secure enforcement of the terms and conditions of this Agreement, nor any claims that cannot be released hereunder by law. If any claim, charge, complaint or action against Xxxxxx Xxxxxxx covered by the Release of Claims is brought by you, for your benefit or on your behalf, you expressly waive any claim to any form of monetary or other damages to the fullest extent permitted by law, including attorneys’ fees and costs, or any other form of personal recovery or relief from Xxxxxx Xxxxxxx based upon any such claim, charge, complaint or action. To the extent you receive any personal or monetary relief from Xxxxxx Xxxxxxx based upon any such claim, charge, complaint or action, Xxxxxx Xxxxxxx will be entitled to an offset for the payments made pursuant to this Agreement. You further agree to dismiss with prejudice any pending civil lawsuit or arbitration covered by the Release of Claims. 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 medical insurancegoverning 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, workers compensation pension or retirement plan because 401(k) benefits, if any, due you by virtue of Employee's prior your employment with Companyby Xxxxxx Xxxxxxx, or as a shareholder of Xxxxxx Xxxxxxx. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERYou have also not released your right to seek contribution in the event of any judgment against you and Xxxxxx Xxxxxxx finding joint liability. Nor shall any elections, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEnotices or benefits for which you are eligible as a separated employee of Xxxxxx Xxxxxxx be impaired by this Agreement.

Appears in 1 contract

Samples: Change of Employment Status and Release Agreement (Morgan Stanley)

Release of Claims. In return for If you do not opt out of the benefits conferred under settlement, you will be deemed to have fully and finally waived and released the Employment following claims. The phrase “Released Claims” in the Settlement Agreement and this Agreement (which Employee acknowledges Company has no legal obligation refers 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, disputesrights, liabilities demands, suits, debts, liens, contracts, agreements, offsets or damagesliabilities, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited toto tort claims, claims for breach of contract, breach of the duty of good faith and fair dealing, breach of statutory duties, actual or constructive fraud, misrepresentations, fraudulent inducement, statutory and consumer fraud, anti-trust, breach of fiduciary duty, unfair business or trade practices, restitution, rescission, compensatory and punitive damages, injunctive or declaratory relief, attorneys’ fees, interests, costs, penalties and any other claims, whether or not alleged in the Lawsuit and arising out of the claims asserted in the Lawsuit whether known or unknown, alleged in the Lawsuit, suspected or unsuspected, contingent or matured, under federal, state or local law, which the Plaintiff and/or any Settlement Class Member had, now have or may in the future have with respect to any conduct, acts, omissions, facts, matters, or transactions asserted or relating to or arising out of the conduct, acts, omissions, facts, matters, or transactions asserted in the Action by the Plaintiff and/or the Settlement Class Members including, without limitation, causes of action for violations of federal or state antitrust laws or Cal. Bus. & Prof. Code § 17200, et seq., Cal Bus. & Prof. Code § 17000, et seq., and similar claims under the statutes and common law of other states as well as claims for unjust enrichment, and any and all claims, disputesdamages, actionssuits, demands, liabilities, judgments, losses, and causes of action, liabilities or damages, arising from or action as asserted in the Complaint (a copy of that Complaint can be viewed at xxx.XxxxxXxxxxxxxxx.xxx/xxxxx). The Court shall approve the release of all claims relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to allegations in 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 ABOVEComplaint as defined above.

Appears in 1 contract

Samples: Indirect Purchaser Settlement Agreement

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 insurersassigns, both personally and in their representative capacities (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 paragraph 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 federalthe Age Discrimination in Employment Act, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited toas amended by the Older Worker Benefit Protection 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, the Worker Adjustment Retraining and _/s/BWS/DS_ Initials 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, nor does it apply to any medical insuranceclaims for unemployment compensation, workers compensation benefits, or retirement plan because vested benefits under ERISA, but Warrants that he did not sustain any unreported workplace injury while in the Company’s employ. Company, on behalf of itself and its affiliated entities, does hereby forever release and discharge Employee from any and all charges, claims, demands, judgments, causes of action, damages, expenses, costs, and liabilities of any kind whatsoever. Company expressly acknowledges and agrees that the claims released by this paragraph include all rights and claims relating to Employee's prior ’s employment with CompanyCompany and the termination thereof. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe release contained herein does not apply either to any claim or rights first arising after the Effective Date of this Agreement or to any attempt by the Company to enforce the terms and condition related to forfeiture that control Employee’s equity awards, 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.bonus awards or other similar benefits

Appears in 1 contract

Samples: Separation Agreement (Scotts Miracle-Gro Co)

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/her employment with the Company has no legal obligation or the Subsidiary or the termination thereof. Executive further agrees that, except for his/her 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 or any other contract, disputesagreement or understanding, liabilities written or damagesoral, between Executive and the Company or any 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 Company Related Parties, or the termination of such employment(ii) any employee or executive benefit plans or programs, except for including any claim for payment stock incentive or performance pursuant to the terms of this Agreement. This release includesstock based compensation plans, but is not limited to, 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/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 and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

Appears in 1 contract

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

Release of Claims. In return consideration for the payments and other benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation provided to provide if Employee does not enter into Executive by this Agreement), Employeeincluding those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows: a. For Executive and for all people acting on Executive’s behalf of Employee and Employee's (such as, but not limited to, family, heirs, executors, administrators, successors personal representatives, agents and/or legal representatives), Executive agrees to waive any and assignsall claims or grievances which Executive may have against Comerica and Comerica’s past or present stockholders, 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, directorstrustees, agents, representatives, attorneys, employees, agents in their individual or representative capacities, and insurersany and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “Released Parties”). By Executive’s signature hereto, Executive, for himself and for all people acting on Executive’s behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, actions, causes of action, disputescontracts, liabilities or damagesgrievances, of any kindliabilities, which may now exist or hereafter may be discovereddebts, specifically includingjudgments, and demands, including but not limited toto any claims for attorney fees, any and all claimsthat Executive ever had, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companynow has, or the termination may have by reason of such employmentor arising in whole or in part out of any event, except for any claim for payment Restrictive Covenants and General Release Agreement 6 of 20 act or performance pursuant omission occurring on or prior to the terms Effective Date of this Agreement. This release includes, but is not limited to, any and all claims of any nature that Employee might have for reemployment relate to Executive’s employment by or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing termination of employment with employment, contract, tort, wage and hour, or civil rights matters, includingComerica. This release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age Discrimination in Employment Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in California Labor Code, the California Fair Employment and Housing Act, the Americans with Disabilities California Labor Management Relations and Employment Practices Laws, the California Wages, Hours and Payment of Wages Laws, the California Equal Pay Laws, the California Handicapped Laws, the California Family Rights Act, the California Sexual Orientation Bias Laws, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family and Medical Leave Act, similar state lawsthe Fair Credit Reporting Restrictive Covenants and General Release Agreement 7 of 20 Act or any other federal, state, and any regulations or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Agreement, to release all claims as specified above to the maximum extent permitted by law, whether said claims are presently known or unknown, including all rights under such lawsSection 1542 of the California Civil Code are hereby expressly waived. 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.Such Section reads as follows:

Appears in 1 contract

Samples: Restrictive Covenants and General Release Agreement (Comerica Inc /New/)

Release of Claims. In return exchange for the benefits conferred under the Employment promises contained in this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the fullest extent permitted by law, EmployeeI hereby 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 assignsfully discharge, 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 agree not limited toto pursue, any and all claims, disputes, actions, claims for relief and/or causes of actionaction I have or may have as of the date I sign this Agreement against Micrus, liabilities and/or any of its or damagestheir current or former, affiliates, subsidiaries, predecessors or successors, and/or any of the current or former, officers, directors, shareholders, employees, attorneys, employee benefit plans, agents or representatives, successors or assigns of the foregoing entities ("Released Parties"), arising from or relating to Employee's out of and/or in any way connected with my employment with Companyrelationship, or and/or the termination of such employmentthat employment relationship, except for and/or with respect to any claim for payment other claim, matter, or performance pursuant event arising prior to the terms of time I execute this Agreement. This release includesI recognize and agree that such released claims, claims for relief, and/or causes of action include, but is are not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to age discrimination under the federal Age Discrimination in Employment Act, as well as 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 Employee Retirement Income Security Act of 1974, the Racketeer Influenced and Corrupt Organizations Act, the Worker's Adjustment and Retraining Act, the Americans with With Disabilities Act, the Rehabilitation Act of 1973, the federal Family and Medical Leave Act, the Fair Labor Standards Act, the federal Equal Pay Act, the California Fair Employment and Housing Act, the California Labor Code, the California Business and Professions Code, the California Family Rights Act, and all other laws, whether foreign, federal, state or local of any jurisdiction. I understand that this Agreement does not waive rights or claims that may arise after I have executed it nor does it prohibit me from filing, or waive my right to file, a charge or complaint with the EEOC or any similar state lawsagency or from participating in any investigation or proceeding conducted by the EEOC or such other agency, and nothing in this Agreement penalizes, imposes any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation condition 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 ABOVEadversely limits my right to do so.

Appears in 1 contract

Samples: Consulting Agreement (Micrus Corp)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the benefits conferred under Separation Benefits, which Separation Benefits are conditioned on Employee signing this release of claims (“Release”) and the Employment Agreement and this Agreement (Supplemental Release, which Employee acknowledges Company has no legal obligation to provide if will forfeit unless Employee executes and does not enter into revoke this Agreement), Employee, on her own behalf and on behalf of Employee her 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 Employee now has or in the future may have against them up to the date Employee executes this Agreement, 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 Employment 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 Lxxxx 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 law dealing 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 Agreement, Employee further represents that Employee has not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with employmentany arbitral tribunal, contract, tort, wage and houradministrative agency, or civil court prior to the date hereof, and that Employee has not transferred to any other person any such complaints, claims or lawsuits. Employee understands that by signing this Agreement, Employee waives her right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and Employee waives her right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Agreement does not: (i) prohibit or restrict Employee 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 Employee to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights matters, including, but not limited to, Title VII of or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Civil Rights Consolidated Omnibus Budget Reconciliation Act of 19641985 (“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 Age Discrimination Company for actions or inactions taken by Employee in Employment Actthe course and scope of Employee’s employment with the Company and its parents, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and subsidiaries and/or affiliates; (e) any regulations under such laws. This release shall not affect any accrued rights Employee may have under to obtain contribution as permitted by law in the event of entry of judgment against the Company as a result of any medical insuranceact or failure to act for which Employee and the Company are held jointly liable; (f) any rights to vested equity that vested prior to or because of the termination of Employee’s employment and rights as a stockholder; and/or (g) any actions to enforce this Agreement. For the avoidance of doubt, workers notwithstanding anything to the contrary, this Release does not limit Employee’s right to receive an award from any governmental agency for information provided to the governmental agency. However, by executing this Release, Employee hereby waives the right to recover any damages, compensation or retirement plan because monetary award from the Company in any lawsuit or any proceeding before any governmental agency that arises out of Employee's prior employment with Companyalleged facts or circumstances on or before the effective date of this Release. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVEREmployee acknowledges that, KNOWN OR UNKNOWNin signing this Release, CONTINGENT OR LIQUIDATEDEmployee has not relied on any promises or representations, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEexpress or implied, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother than those that are set forth expressly herein.

Appears in 1 contract

Samples: Separation 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”), 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, Wxxxxxx Xxxxxxx, 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 Parent and each of its direct and indirect subsidiaries and affiliates, including the Company, 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, including under the Equity Documents, (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 or agreement 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 1 contract

Samples: Employment Agreement (Certara, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement DOBRIEN hereby irrevocably 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 TRM and each and all of its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorssister corporations, successors and assigns, and each of their past, present and future shareholderspartners, officers, agents, directors, shareholders, supervisors, employees, agents and representatives, attorneys, insurers, and their successors and assigns and all persons acting by, through, under, or in concert with any of them from any and all charges, grievances, complaints, claims, actions, causes of action, disputes, and liabilities or damages, of any kindkind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which DOBRIEN at any time heretofore had or claimed to have or which DOBRIEN may now exist have or hereafter may be discoveredclaim to have regarding events that have occurred as of the effective date of this Agreement, specifically including, but not limited to, any and all claimsclaims related or in any manner incidental to DOBRIEN’s employment, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employmenthis employment at TRM, except for or stock options. All claims (including related attorney fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any claim for payment alleged breach of a duty arising in contract 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, by statute or civil rights mattersregulation; any alleged unlawful act, including, but not limited to, unpaid wages, benefits or other compensation or penalty, liquidated damages, employment discrimination, workers compensation benefits, personal injuries of any nature, defamation, any other claim or cause of action; and regardless of the forum in which it might be brought. The claims which DOBRIEN forever releases and discharges by this Agreement include, but are not in any way limited to all claims under the described statutes: ORS 652.140 et seq., the Fair Labor Standards Act, 29 U.S.C. Sections 200 et seq., ORS Chapter 652 et seq., ORS Chapter 653 et seq., ORS Chapter 654 et seq., ORS Chapter 655 et seq., ORS Chapter 659 et seq., ORS 659A et. seq., Discrimination in Employment in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000-e et seq., the Americans With Disabilities Act, 42 U.S.C. Sections 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et. seq., the Americans with Disabilities Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Fair Labor Standards Act, 29 U.S.C. Sections 200 et seq., the Civil Rights Act of 1866, 42 U.S.C. Section 1981, the Family and Medical Leave Act, similar state laws29 U.S.C. Section 2601 et seq., and the Oregon Civil Rights Act, ORS Chapter 659A et seq., the Oregon Family Leave Act, ORS Chapter 659A.470 et seq., Oregon Statutes Sections 44-1001 et. seq, 44-1111 et. seq. The Parties agree that any regulations under such lawsprovision of law which precludes a party from releasing any unknown or unasserted claims is hereby waived. This Notwithstanding any other provision of this Agreement, the Parties further agree that this release shall is not affect intended to (i) change DOBRIEN’s status or rights as a participant in any accrued rights Employee may have under any medical insurance, workers compensation or TRM retirement plan because or (ii) limit any 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 obligations of the Parties expressly set forth or acknowledged in this Agreement.

Appears in 1 contract

Samples: Severance Agreement (TRM Corp)

Release of Claims. In return for 10.1 Release of Claims by Compelis, Twelve Stones and Marlin ------------------------------------------------------------- Doner. Excepting 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 obligations txxx xre expressly set forth in this Agreement), Employee----- Compelis, on behalf of Employee Twelve Stones and EmployeeMarlin Doner, collectively and inxxxxxxxxxx, shall and hereby do release and forever discharge Treasury, and Treasury's predecessors, successors, heirs, assigns, executors, administrators, successors and assignsagents, hereby releases and forever discharges Company and its pastemployees, present and future representatives, attorneys, affiliates, future parent companies, subsidiaries, predecessors, successors and assignsany and all present officers and directors of Treasury (except Marlin Doner), and each all of their pastthem, present xx xxxx xx xny and future shareholdersall persons acting or allegedly acting by, officersunder, directorsthrough or in concert with any of them (collectively referred to as the "Treasury Released Parties"), employees, agents and insurers, from against any and all claims, damages, actions, causes of action, disputesliabilities, liabilities or damagesjudgments, of any kindliens, which may now exist or hereafter may be discoveredcontracts, specifically agreements, rights, debts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, attorneys' fees), damages and charges of whatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as "Claims") which Compelis, Twelve Stones and Marlin Doner, collectively or ixxxxxxxxxxx may now have, or claims to have, or any time heretofore had, or claimed to have had, against the Treasury Released Parties, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of this Agreement and as of the Closing Date. It is understood and agreed that the releases as referred to herein are full and final releases by Compelis, Twelve Stones and Marlin Doner, collectively or indxxxxxxxxx, of the Treasury Released Parties and that such full and final releases include, without limitation, all unknown and unanticipated claims, injuries, debts, or damages, as well as those now known or disclosed. In that connection, the parties hereto, and each of them, realize and acknowledge that one or more of the Claims may include losses sustained by Compelis, Twelve Stones or Marlin Doner, collectively or xxxxxxxxxxxx, on account of the Treasury Released Parties, that are presently unknown or unsuspected, and that such losses as were sustained may give rise to additional losses and expenses in the future which are not now anticipated. Nevertheless, Compelis, Twelve Stones and Marlin Doner, collectively and xxxxxxxxxxxx acknowledge that this release has been negotiated and agreed upon and that in consideration for the rights and benefits under this Agreement, Compelis, Twelve Stones and Marlin Doner, collectively and indxxxxxxxxx, intends and hereby does release, acquit and forever discharge the Treasury Released Parties as set forth above, from any and all claimsClaims, disputesincluding those that are unknown, actions, causes of action, liabilities unsuspected or damages, arising from unforeseen 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 are presently unknown 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 ABOVEunanticipated.

Appears in 1 contract

Samples: Stock Purchase Agreement (Treasury International Inc)

Release of Claims. In return for For and in consideration of the payment to me of the benefits conferred under described in Section 2(a) of the Employment Agreement Agreement, I, on my 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 the Employee and Employee's heirs, executors, administrators, successors and assignsParties, 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, release the Releasees from any and all claims, actions, causes of action, disputes, liabilities or damages, matters of any kind, which whether presently known or unknown, suspected or unsuspected, that I may now exist or hereafter may be discovered, specifically including, but not limited to, possess against any and all claims, disputes, actions, causes of action, liabilities or damages, the Releasees arising from or relating to Employee's employment with Companyany omissions, acts, facts, or damages that have occurred up until and including the termination date I execute this Release of such employmentClaims, except for any claim for payment or performance pursuant to the terms provided that this Release of this Agreement. This Claims does not 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 matterscannot be released as a matter of law, including, but not limited to, Title VII my right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Civil Rights Securities Exchange Act of 19641934 or Section 806 of the Sxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, my right to file a charge with or participate in a charge, investigation or proceeding by the Age Discrimination Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that my release of claims herein bars me from recovering monetary or other individual relief from the Company or any Releasee in connection with any charge, investigation or proceeding, or any related complaint or lawsuit, filed by me or by anyone else on my behalf before the federal Equal Employment ActOpportunity Commission or a comparable state or local agency), claims for unemployment compensation or any state disability insurance benefits pursuant to the Americans with Disabilities Actterms of applicable state law, claims to continued participation in certain of the Family Company’s group benefit plans pursuant to the terms and Medical Leave Actconditions of COBRA, similar state lawsclaims to any benefit entitlements vested as of the Separation Date, pursuant to written terms of any employee benefit plan of the Company or its affiliates and my rights under applicable law, claims for reimbursement of approved business expenses incurred prior to the Separation Date, rights to vested equity awards under any applicable award agreement issued pursuant to the Company’s 2016 Incentive Award Plan, rights or claims I may have as a shareholder of the Company, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insuranceRetained Claims (collectively, 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 ABOVEthe “Executive’s Retained Claims”).

Appears in 1 contract

Samples: Transition Agreement and Release (Selecta Biosciences 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 On behalf of Employee yourself and Employee's heirs, executors, administrators, successors your heirs and assigns, you ----------------- hereby releases and forever discharges release the Company and its pastowners, present and future stockholders, parent corporation[s], affiliates, future parent companiesdivisions, subsidiaries, assigns and affiliates, predecessors, successors and assigns, and each of their past, present and future shareholderssuccessors, officers, directorsmanagers, employees, agents and insurers, representatives and agents from any and all claims, actionsliabilities, demands, causes of action, disputescosts, liabilities or expenses, attorneys fees, damages, indemnity and obligation of every kind and nature, 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 all claims based upon contract, tort or statute arising out of, based upon, or relating to your hire, offer letter, employment, remuneration or termination from employment with the Company, including any claims arising under Title VII of the Civil rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act ("ADEA"), as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act; as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code, as amended; and/or any other local, state or federal laws and regulations governing discrimination in employment, the payment of wages and benefits, and all other laws and regulations relating to employment. You acknowledge that your decision to sign this Agreement is knowing and voluntary. This Agreement does not apply to any claims of age discrimination under ADEA arising after the date you sign this Agreement, and does not apply to claims for unemployment insurance or workers' compensation benefits. This Agreement does not affect your rights, if any, under the Company's 401(k) plan; nor does is it affect your rights, or those of your eligible dependents, if any, to health care continuation benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Company, however, acknowledges and agrees that this release does not apply to, release, or in any way limit the Company's (including, but not limited to, its affiliates, subsidiaries, divisions, assigns, and insurers) obligation to indemnify you for any and all claimslosses, disputesjudgments, actionssettlement payments, causes of actionattorneys' fees, liabilities court costs, or damageslitigation expenses incurred or sustained by you as a direct or indirect result of, or arising from or relating to Employee's out of, your employment with the Company or your service as a member of the Company's Board of Directors: (a) to the extent such indemnity is available under the Company's director's and officer's liability insurance policy (the Company acknowledges the existence of policy # 000-00-00 entered into with National Union Fire Insurance Company of Pittsburgh, PA (an AIG company) and policy # ELU 81898-00 entered into with XL USA (Greenwich Insurance Company)), (b) to the extent such indemnity is authorized by the Company's articles or by-laws, and (c) to the termination extent permitted by law. The Company acknowledges and agrees that its obligation to indemnify you includes the obligation to advance to you reasonable attorneys' fees, court costs, and litigation expenses when and as such attorneys' fees and expenses are incurred by you in the defense of such employmentany claim, except for any claim for payment subpoena, investigation or performance pursuant civil or criminal action. Furthermore, notwithstanding anything to the contrary contained in this Agreement, the obligation to indemnify you and the terms of this your Indemnification Agreement with the Company, dated April 23, 2001 (the "Indemnification 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 shall remain in full effect so long as you continue 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 serve as a member of the Civil Rights Act Company's Board of 1964, Directors and/or you may be subject to litigation or a claim resulting from your service as an employee or member of 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 Company's Board 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 ABOVEDirectors.

Appears in 1 contract

Samples: Separation and Severance Agreement (Iasiaworks Inc)

Release of Claims. In return for consideration of the benefits conferred performance by the Parent and the Company of their obligations 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, the Executive hereby releases and forever discharges as of the date hereof the Parent, the Company and its pasttheir respective Affiliates and all present, present former and future affiliatesmanagers, future parent companiesdirectors, subsidiariesofficers, predecessorsemployees, successors and assignsassigns of the Parent, Company and their respective affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided in this Section 5 (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of their pastthem in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. a. Executive understands that any payments or benefits paid or granted to Executive under Section 3 of this Agreement (other than the Accrued Obligations) represent, present in part, consideration for signing this General Release and future shareholdersare not salary, officerswages or benefits to which Executive was already entitled. Executive understands and agree that Executive will not receive certain of the payments and benefits specified in Section 6 of the Agreement (other than the Accrued Obligations) unless Executive executes this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, directorsprogram, employeespolicy or arrangement maintained or hereafter established by the Company or its affiliates. b. Except as provided in Sections 5(d) and 5(e) below and except for the provisions of the Agreement which expressly survive the termination of Executive’s employment with the Company, agents Executive knowingly and insurersvoluntarily (for Executive, Executive’s heirs, executors, administrators and assigns) releases and forever discharges the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, disputescross-claims, liabilities or counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any kindnature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which Executive, Executive’s spouse, or any of Executive’s heirs, executors, administrators or assigns, may have, which may now exist arise out of or hereafter may be discoveredare connected with Executive’s employment with or service for, specifically or Executive’s separation or termination from, the Company, Parent or their affiliates (including, but not limited to, any and all claimsallegation, disputes, actions, causes of action, liabilities claim or damagesviolation, 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, under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act, Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, similar the New Jersey Family Leave Act, the New Jersey Security and Financial Empowerment Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, or retaliation claims under the New Jersey Workers' Compensation Law; any amendments or implementing regulations of the foregoing; or under any other federal, state lawsor local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance that may be legally waived and released; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company, Parent or their affiliates; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). For the avoidance of doubt, the identification of specific statutes or laws in this Section 5(b) is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this General Release in any manner. c. Executive represents that Executive has made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by Section 5(b) above. d. Executive agrees that this General Release does not waive or release any rights or claims that Executive may have under the Age Discrimination in Employment Act of 1967 which arise after the date Executive executes this General Release. Executive acknowledges and agrees that Executive’s separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). e. Executive hereby waives all rights to xxx or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any regulations form of injunctive relief. Notwithstanding the above, Executive further acknowledges that Executive is not waiving and is not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding, including with the Equal Employment Opportunity Commission (“EEOC”); provided, however, that Executive disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such lawsEEOC charge or investigation or proceeding. This Additionally, Executive is not waiving (i) any right to the Accrued Obligations or any severance benefits to which Executive is entitled under the Agreement or (ii) any claim relating to any right of indemnification under the Company’s organizational documents or otherwise. f. In signing this General Release, Executive acknowledges and intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. Executive further agrees that in the event Executive should bring a Claim seeking damages against the Company, or in the event Executive should seek to recover against the Company in any Claim brought by a governmental agency on Executive’s behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. Executive further agrees that Executive is not aware of any pending claim of the type described in Section 2 above as of the execution of this General Release. g. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or Executive of any improper or unlawful conduct. h. Executive agrees that if Executive violates this General Release by suing the Company or the other Released Parties, Executive will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees. i. Executive represents that Executive is not aware of any claim by Executive other than the claims that are released by this General Release. Executive acknowledges that Executive may hereafter discover claims or facts in addition to or different than those which Executive now knows or believes to exist with respect to the subject matter of the release set forth in Section 5(b) above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and Executive’s decision to enter into it. j. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof. k. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any accrued rights Employee may have under other provision or any medical insuranceother jurisdiction, workers compensation but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES unenforceable provision had never been contained herein. l. BY SIGNING THIS AGREEMENT AND AGREEING TO THIS GENERAL RELEASE, EXECUTIVE REPRESENTS AND AGREES THAT: i. EXECUTIVE HAS READ IT CAREFULLY; ii. EXECUTIVE UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT THROUGH THIS RELEASE EMPLOYEE EXECUTIVE IS GIVING UP ALL IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND CLAIMS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF EVERY KIND 1974, AS AMENDED; iii. EXECUTIVE VOLUNTARILY CONSENTS TO EVERYTHING IN IT; iv. EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND NATURE WHATSOEVEREXECUTIVE HAS DONE SO OR, KNOWN AFTER CAREFUL READING AND CONSIDERATION, EXECUTIVE HAS CHOSEN NOT TO DO SO OF EXECUTIVE’S OWN VOLITION; v. EXECUTIVE HAS HAD AT LEAST 21 DAYS FROM THE DATE OF EXECUTIVE’S RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE EXECUTIVE’S RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR UNKNOWNWERE MADE AT EXECUTIVE’S REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD; vi. EXECUTIVE UNDERSTANDS THAT EXECUTIVE HAS SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; vii. EXECUTIVE HAS SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE EXECUTIVE WITH RESPECT TO IT; AND viii. EXECUTIVE AGREES THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, CONTINGENT WAIVED, CHANGED OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEBY EXECUTIVE.

Appears in 1 contract

Samples: Separation and Release Agreement (Perimeter Solutions, SA)

Release of Claims. In return A. You, for the benefits conferred under the Employment Agreement yourself 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 your personal and Employee's heirslegal representatives, executors, administrators, successors successors, heirs, distributees and assignslegatees, intending to be legally bound, hereby releases forever: (i) release, waive and forever discharges discharge the Holding Company and its past, subsidiaries and the Bank and its subsidiaries and their respective present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, stockholders, attorneys, agents, contractors and employees, agents both in their official and insurersindividual capacities, of and from any and all claims, actions, causes of action, disputessuits, liabilities or proceedings, debts, judgments, damages, of any kindcontracts, agreements, claims for attorneys’ fees, costs and demands whatsoever, in law or in equity, which you now have or may now exist have, arising from, or hereafter may be discoveredconnected with any act, specifically includingomission or deed taken, done or occurring up to the date you execute this letter (“Claims”), including but not limited to, to Claims related to your employment or any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment other relationship with Company, the Holding 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, Bank (including but not limited toto Claims under the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, and the 2005 Employment Agreement, and all amendments, modifications, restatements or clarifications to the 2005 Employment Agreement, whether oral or written), but excluding claims arising under this Agreement; and (ii) except for Claims arising under this Agreement, agree not to xxx for any reason, or cooperate in any way, in any suit or proceeding, or the preparation therefor against the Holding Company or its subsidiaries, the Bank or its subsidiaries, or their respective present and former officers, directors, stockholders, attorneys, agents and employees, both in their official and individual capacities, arising from, or connected with any Claim (including but not limited to Claims under the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, and Title VII of the Family and Medical Leave ActCivil Rights Act of 1964, similar state lawsas amended, the 2005 Employment Agreement or your employment or other relationship with the Holding Company or the Bank), including but not limited to, furnishing information of any kind, or testifying, unless compelled to by judicial process. B. The Holding Company, the Bank, their subsidiaries, and their controlled affiliated companies, for themselves and on behalf of their directors and officers (in their capacity as officers but not in their individual capacity), and their respective successors and assigns, intending to be legally bound, hereby forever: (i) release, waive and discharge you and your personal and legal representatives, executors, administrators, successors, heirs, distributees and legatees of and from any regulations claims, causes of action, suits, proceedings, debts, judgments, damages, contracts, agreements, claims for attorneys’ fees, costs and demands whatsoever, in law or in equity, which any of them now have or may have, arising from, or connected with, any act, omission or deed taken, done or occurring up to the date you execute this letter, including but not limited to claims arising from your employment or any other relationship with the Holding Company or the Bank, but excluding claims arising under this Agreement; and (ii) except for claims arising under this Agreement, agree not to xxx for any reason, or cooperate in any way, in any suit or proceeding, or the preparation therefor, against you or your personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees arising from, or connected with any claim released by Section 13B(i), including your resignation from your positions with the Holding Company and the Bank, the 2005 Employment Agreement or your employment or any other relationship with the Holding Company or the Bank, including, but not limited to, furnishing information of any kind, or testifying, unless compelled to by judicial process. You acknowledge that with respect to claims for age discrimination waived by Section 7A(i) you have had at least 21 days to consider such lawswaiver and may revoke such waiver by delivering written notification to Xxxxxx X. Xxxxx at Leesport within seven days after you sign this letter. This If you do not agree to the waiver of age discrimination claims or if you revoke such claims, the waiver and 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 ABOVEall claims against you by Leesport in Section 7B will be null and void.

Appears in 1 contract

Samples: Resignation Agreement (Leesport Financial 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, [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 Parent and each of its direct and indirect subsidiaries and affiliates, including the Company, 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, (iii) any claims with respect to any securities of the Company that I own or retirement plan because (iv) 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 1 contract

Samples: Employment Agreement (Certara, Inc.)

Release of Claims. a. In return exchange for the benefits conferred continued employment relationship under the Employment this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)other consideration set forth herein, Employeeand except for the obligations assumed by Cutter & Buck herein, Xxxxx and Xxxxxxxx, individually and on behalf of Employee their marital community, (collectively herein "Xxxxx") release and Employee's heirsforever discharge Cutter & Buck, executors, administrators, its successors and assigns, hereby releases and forever discharges Company and along with all of its pastdirectors, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholderstrustees, officers, directorsshareholders, employees, corporate affiliates, attorneys or agents and insurers, from any and all claims, actions, demands or causes of action, disputes, liabilities or damages, action of any kindnature whatsoever, which may now exist 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 in any way connected with Xxxxxx Xxxxx' status as an officer, Board member, shareholder, founder, employee or other relationship with the Company, whether based in tort, contract, 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 law, statute or regulation. The parties represent and warrant that no promise or inducement has been offered except as set forth in this Agreement; that this Agreement is executed without reliance upon any statement or representation by either party to the other regarding the nature and extent of any liability of one to the other. XXXXX SPECIFICALLY UNDERSTANDS THAT BY EXECUTING THIS AGREEMENT, THEY ARE GIVING UP ANY AND ALL RIGHTS AND CLAIMS THEY MAY HAVE AGAINST CUTTER & BUCK WITH RESPECT TO EVENTS OCCURRING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT, INCLUDING UNKNOWN CLAIMS. Xxxxx specifically understands that he is not entitled to any other compensation, benefit or payment from Cutter & Buck other than that expressly set forth in this Agreement. Xxxxx acknowledge that they have had an opportunity to consult with employment, contract, tort, wage counsel prior to signing this Agreement and hour, or civil rights matters, includingthat they signed this Agreement only after full reflection and analysis. Specifically included in this release, but not by way of limitation, is any claim for wrongful discharge, breach of contract, defamation, mental distress, or employment discrimination, including but not limited toto claims arising under the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActCivil Rights Act of 1991, the Americans with With Disabilities Act, the Family and Medical Leave Act or the Washington Law Against Discrimination, based on age, gender, disability or any other protected category, as well as any claims under the Employee Retirement Income Security Act. Xxxxx warrants and agrees that he has not and will not file any claim for damages, similar state lawslawsuit or any other action against the Company, Board of Directors, its members or any Cutter & Buck officer or employee with respect to the foregoing, and that he has not assigned any regulations such claim or cause of action to any other person. Notwithstanding the foregoing, Xxxxx hereby reserves and retains: (i) any and all rights afforded to Xxxxx under this Agreement or any Exhibit hereto, (ii) any and all rights under the options and restricted stock awards shown on Exhibit A hereto, and (iii) any and all rights of indemnification with respect to his prior position as an officer, director or employee of Cutter & Buck, including any such laws. This release shall not affect right under the Company's Articles, Bylaws or any accrued rights Employee may have under insurance policy with respect thereto. b. In exchange for the Xxxxx' release, and except for the obligations assumed by Xxxxx herein, Cutter & Buck, its successors and assigns, along with all of its directors, officers, corporate parents, subsidiaries and affiliates (collectively "Cutter & Buck") releases and forever discharges Xxxxx from any medical insuranceand all claims or cause of action of any nature whatsoever, workers compensation whether known or retirement plan because of Employee's prior unknown, arising from or in any way connected with Xxxxx' employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERCutter & Buck whether based in tort, KNOWN OR UNKNOWNcontract, CONTINGENT OR LIQUIDATEDor any federal, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEstate or local law, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEstatute or regulation, arising through the date of this Agreement.

Appears in 1 contract

Samples: Transition and Release Agreement (Cutter & Buck Inc)

Release of Claims. In return (a) For and in consideration of the payments and benefits set forth herein, to which you acknowledge you are not otherwise entitled, and for other good and valuable consideration, the benefits conferred under the Employment Agreement sufficiency of which is hereby acknowledged, you, 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 and Employee's your heirs, executors, administrators, successors beneficiaries, representatives and assigns, hereby releases release and forever discharges Company discharge the Company, its parents, subsidiaries and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each all of their pastrespective past and present officers, present and future directors, shareholders, officers, directors, employees, agents employee benefit plans, insurers, agents, representatives, successors and insurersassigns (collectively hereafter the "Releasees"), both individually and in their official capacities, from any and all liability, claims, actionsdemands, actions and causes of action, disputes, liabilities or damages, action of any kindtype which you have had in the past, which may now exist have, or hereafter may be discoveredmight now have, specifically includingfrom the beginning of the world up to the date that you execute this Agreement, but not limited to, in any and all claims, disputes, actions, causes of action, liabilities or damagesway resulting from, arising from out of or relating to Employee's employment connected with Companyyour employment, its termination, 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 employmentstatute, contractcommon law, tortemployment law, wage and hour, regulation or civil rights matters, including, but not limited to, other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Pregnancy Discrimination Act, the Age Discrimination in 000 Xxxxxx Xxxxxx Canton, MA 02021 p 781-737-3000 f 000-000-0000 Employment Act, the Older Workers Benefit Protection Act, the Worker's Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Family Rehabilitation Act of 1973, the Occupational Safety and Medical Leave Health Act, similar the Equal Pay Act, the Employee Retirement Income Security Act of 1974, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, the Massachusetts Wage Act, X.X. x. 149 Sec. 148, the Massachusetts Fair Employment Practices Act, X.X. x. 151B, all state lawsfair employment practices acts, each as amended, and any regulations under such laws. This and all claims for wrongful discharge, discrimination, harassment, retaliation, common law claims, actions in tort, defamation, breach of contract, and claims of interest in unvested stock options, for wages or for attorneys' fees) as well as any claims arising from any Offer Letter or Amendment thereto, any Company severance plan, policy or program including the former Amended and Restated Executive Separation Pay Plan. (b) Notwithstanding the foregoing, this release of claims shall not affect apply to any accrued claim to enforce the terms of this Agreement, any rights Employee that are vested under the terms of an applicable retirement, benefit or equity award plan, or that may arise after your execution of this Agreement. (c) Nothing in this Agreement is intended to, or shall be interpreted to, discourage or interfere with rights under the Older Workers Benefit Protection Act, to test the knowing and voluntary nature of this release of claims under the Age Discrimination in Employment Act, or to prevent the exercise of such rights. (d) Nothing in this Agreement prevents you from participating in or cooperating with any governmental, administrative, or regulatory investigation or proceeding regarding the Company, including the Equal Employment Opportunity Commission and comparable state agencies, the National Labor Relations Board, the Occupational Safety and Health Administration or the Securities and Exchange Commission, but you acknowledge and agree that you shall not seek, accept or be entitled to any monetary relief with respect to any claim released pursuant to this Agreement. (e) As a condition of the Company's obligations hereunder, you agree to execute a second Release of Claims, attached as Exhibit A to this Agreement, on the Separation Date, and return it to Xxxx Xxxxxx, Chief Legal and Human Resources Officer, to release any claims that 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 ABOVEarisen between the date you execute this Agreement and the Separation Date (hereafter the "Transition Period").

Appears in 1 contract

Samples: Separation Agreement (Dunkin' Brands Group, Inc.)

Release of Claims. In return for the promises made herein, Executive hereby unconditionally waives and releases the Company, its predecessors and successors, its owners and parents, subsidiaries and other affiliates, directors, officers, employees, agents, benefits conferred under the Employment Agreement plans and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)its fiduciaries, Employeeinsurers, and all others acting through or on behalf of Employee each of the foregoing entities and Employee's heirspersons (collectively, executorsthe “Company Released Persons”) from any and all claims, administratorscauses of action, successors and assignsliabilities of any kind or character, hereby releases whether now known or unknown, which Executive may have against any of them as of the date of Executive’s execution of this Agreement, including, but not limited to: (i) claims or causes of action for salary, bonus or other incentive compensation, profits, expense reimbursements, any other form of compensation or benefits, damages of any nature whatsoever, attorneys’ fees, or any other monetary amounts of any nature whatsoever; (ii) claims or causes of action under any federal or state statute, regulation, ordinance, common law or other source of law (e.g., asserting breach of contract or good faith and forever discharges fair dealing, defamation, infliction of emotional distress, other tort, discrimination or harassment, ERISA, COBRA, Title VII of the Civil Rights Act, ADA, ADAAA, XXXX, ADEA, USERRA, etc.) based on any act or omission by the Company or any other Company Released Person during Executive’s tenure with the Company or related to Executive’s status at the Company or Executive’s resignation from and/or the termination of Executive’s employment with the Company; and/or (iii) any other act or omission of the Company or any other Company Released Person regardless of its nature or character. In return for the promises made herein, the Company, its predecessors and successors, its pastowners and parents, present subsidiaries and future other affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, benefits plans and its fiduciaries, insurers, and all others acting through or on behalf of each of the foregoing entities and persons (collectively, the “Company Releasing Persons”) hereby unconditionally waive and release the Executive, his successors and assigns (the “Executive Released Persons”), from any and all claims, actions, causes of action, disputes, and liabilities or damages, of any kindkind or character, whether now known or unknown, which the Company Releasing Persons may now exist or hereafter may be discovered, specifically including, but not limited to, have against 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 Executive Released Persons as of such employment, except for any claim for payment or performance pursuant to the terms date of Executive’s execution of this Agreement. This release includesAny claims arising after the Effective Date of this Agreement are not covered by this release. Further, but is notwithstanding the foregoing, the claims released herein expressly do not limited include: (a) any claim to compensation, benefits or other sums owed pursuant to, or referenced within, Sections 1 through 4 of this Agreement; (b) any claims that Employee might have for reemployment claim to indemnification or reinstatement the benefits of any insurance policy to which Executive may be entitled; 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(c) any rights arising out of, or civil rights matters, including, but not limited relating to, Title VII those restricted stock unit agreements set forth on Annex D. Without limiting the preceding statements, it is acknowledged that Executive does not waive any right to file an administrative charge with the Equal Employment Opportunity Commission (EEOC), any state fair employment practices agency, or the National Labor Relations Board (NLRB), (subject to the restriction that, if any charge is filed, Executive agrees not to violate the confidentiality provisions of the Civil Rights Act of 1964this release or to seek or in any way accept any award, the Age Discrimination in Employment Actrecovery, the Americans with Disabilities Actsettlement, 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 ABOVEindividual relief therefrom).

Appears in 1 contract

Samples: Retirement Agreement (Newfield Exploration Co /De/)

Release of Claims. (a) 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 Employee does not enter into consideration provided in Section 1 of this Agreement), Employee, on behalf of Employee Xxxxxx and Employee's his heirs, executors, administratorsadministrators and assigns (collectively the "Releasors") forever waive, successors release 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, discharge the Insys Group from any and all claims, actionsdemands, causes of actionactions, disputesfees, damages, liabilities or damages, and expenses (inclusive of attorneys' fees) of any kindkind whatsoever, which may now exist whether known or hereafter may be discoveredunknown, specifically includingthat Xxxxxx has ever had against the Insys Group by reason of any actual or alleged act, but not limited toomission, any transaction, practice, conduct, occurrence or other matter up to and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or including 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 mattersSeparation Date, including, but not limited to, any claims under: ● Title VII of the Civil Rights Act, as amended; ● the Civil Rights Act of 19641991, as amended; ● the Arizona Civil Rights Act; ● the Arizona Employment Protection Act; ● the Americans with Disabilities Act, as amended; ● the Family and Medical Leave Act, as amended; ● the Fair Labor Standards Act; ● the Equal Pay Act, as amended; ● the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); ● The Labor Management Relations Act; ● The National Labor Relations Act; ● Section 1981 of U.S.C. Title 42; ● the Xxxxxxxx-Xxxxx Act of 2002, as amended; ● the Older Workers Benefit Protection Act; ● the Worker Adjustment and Retraining Notification Act, as amended; ● the Age Discrimination in Employment Act, as amended; ● the Americans with Disabilities Uniform Services Employment and Reemployment Rights Act, as amended; ● 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 and/or any other Federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and released; and ● any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes the Family and Medical Leave Actfiling of an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, similar although Xxxxxx waives any right to monetary relief related to such a charge. This general release of claims also excludes any claims made under state workers' compensation or unemployment laws, and/or any claims which cannot be waived by law. (b) This Agreement may be used by the Insys Group to completely bar any action or suit before any court, arbitral, or administrative body, other than with respect to any claim relating to the obligations under this Agreement. Furthermore, Xxxxxx specifically agrees that, except as set forth herein, he will not be entitled to any further payment of any kind from Insys or its board of directors. (c) Xxxxxx represents and warrants that he is the sole and lawful owner of all right, title and interest in and to every claim and other rights that are being released above and that no other party has received any regulations assignment or other right of substitution or subrogation to any such claim or right. Xxxxxx also represents that he has the full power and authority to enter into the waivers and releases set forth in this Agreement. With respect to the foregoing release, Xxxxxx hereby waives all rights or protection under law of any state, territory, country or any political division thereof, to the extent applicable, which purports to restrict or govern the granting of waivers and releases (such lawsforegoing language is not intended to indicate that the law of any jurisdiction other than Arizona is applicable to this Agreement). This release shall For the sake of clarity, to the extent the law permits Xxxxxx to file or otherwise pursue on his behalf any charge, complaint or claim against Insys or the Insys Group, Xxxxxx expressly agrees to waive, forfeit or otherwise forgo any monetary damages, including but not affect limited to compensatory damages, punitive damages, any accrued rights Employee statutory share of the damages and/or penalties imposed on Insys or the Insys Group and attorneys' fees, to which Xxxxxx may have under any medical insuranceotherwise be entitled in connection with said charge, workers compensation complaint 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 ABOVEclaim.

Appears in 1 contract

Samples: Separation Agreement (Insys 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 Employee does not enter into consideration set forth in this Agreement), Employeewhich Executive acknowledges he would not otherwise be entitled to receive, on behalf of Employee Executive hereby fully, forever, irrevocably and Employee's heirsunconditionally releases, executorsremises and discharges the Company, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future subsidiaries, parent companies, subsidiaries, predecessors, successors and assignssuccessors, and each all of their past, respective past and present and future shareholders, officers, directors, stockholders, partners, members, employees, agents agents, representatives, plan administrators, attorneys, insurers and insurersfiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, disputessuits, liabilities or rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any kindor all of the Released Parties up to the date on which he signs this Agreement, which may now exist whether known or hereafter may be discoveredunknown, specifically including, but not limited 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 and/or separation from 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 matters, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, similar state lawsthe Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws xx. 000, § 000X, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws xx. 000, § 00X, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any regulations non-vested ownership interest in the Company, contractual or otherwise (except as explicitly set forth in Section 2 above); all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this release of claims prevents Executive from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Executive acknowledges that he may not recover any monetary benefits in connection with any such lawscharge, investigation, or proceeding, and Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding). This release also does not prevent Executive from reporting possible legal violations to government enforcement agencies without notice to the Company, or from receiving any applicable award from a government enforcement agency for information provided to such agency. Further, nothing herein shall not affect prevent Executive from bringing claims to enforce this Agreement, or release (i) any accrued rights Employee Executive may have under the Company’s certificate of incorporation, by-laws, insurance and/or any medical insuranceindemnification agreement between him and the Company (and/or otherwise under law) for indemnification and/or defense as an employee, workers officer or director of the Company for his service to the Company (recognizing that such indemnification and/or defense is not guaranteed by this Agreement and shall be governed by the instrument or law, if any, providing for such indemnification and/or defense), (ii) any rights Executive may have to vested equity ownership in the Company under applicable equity plans and agreements, (iii) any rights Executive may have to vested pension or 401(K) benefits or interests under any ERISA-Covered benefit plan (excluding severance) provided by the Company, (iv) any rights to COBRA, 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 WHATSOEVERunemployment benefits, 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 (v) any rights or claims that cannot be waived by law.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Analogic Corp)

Release of Claims. In return for You hereby acknowledge that the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal Company’s obligation to provide if Employee does not enter into you with the Retirement Benefits is in addition to any payments or benefits to which you are entitled under law, contract or otherwise and is contingent upon your execution of this Agreement, including the confidentiality and non-disparagement obligations in Paragraph 3, the release of claims set forth in this Paragraph 4 and your execution of an additional subsequent release of claims which must be executed between the Retirement date and the twenty one (21) day period immediately following the Retirement Date (such subsequent release which is attached hereto as Exhibit A and is referred to herein as the “Release”). In the event that you do not execute the Release or if you revoke the Release, Employeethe Company shall not be required to provide you with the Retirement Benefits. For purposes of this Agreement, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges the term “Releasee” shall mean (a) the Company and its past, present present, and future affiliatesparents, future parent companiesdivisions, subsidiaries, predecessorspartnerships, successors and assignsaffiliates, and each of their other related entities; (b) the past, present present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, directorspartners, employeesagents, agents representatives, executives, employees and insurersattorneys of each entity identified in the preceding clause (a); and (c) the predecessors, from successors, and assigns of each entity identified in the preceding clauses (a) and (b) of this sentence. 4.1. You, on behalf of yourself and anyone claiming through you or on your behalf, hereby release the Company and the other Releasees with respect to any and all claims, actions, causes of action, disputescomplaints, liabilities or grievances, demands, allegations, promises, and obligations for damages, and any and all other demands you may have against a Releasee or may have ever had, whether known or unknown, concerning, relating to, or arising out of any kindalleged acts or omissions by any of the Releasees from the beginning of time to the date on which you execute this Agreement. Without limiting the generality of the foregoing, which may now exist the claims released by you hereunder include, but are not limited to: 4.1.1. All claims for or hereafter may be discoveredrelated in any way to your employment, specifically includingcompensation, other terms and conditions of employment or cessation of employment with the Company; 4.1.2. All claims that were or could have been asserted by you or on your behalf against the Company or the other Releasees: (i) in any federal, state, or local court, commission, or agency; (ii) under any public policy or common law theory; or (iii) under any employment contract, tort (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 for intentional infliction of emotional distress), federal, state or local law dealing with employmentlaw, contractregulation, tort, wage and hourordinance, or civil rights mattersexecutive order; and 4.1.3. All claims that were or could have been asserted by you or on your behalf arising under any of the following laws, including, but not limited to, as in effect or amended from time to time: Title VII of the Civil Rights Act of 1964, Sections 1981 and 1981a of the Civil Rights Acts of 1866, as amended, the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Genetic Information Nondiscrimination Act (“XXXX”), the Executive Retirement Income Security Act (“ERISA”),the Xxxx-Xxxxx Act, the Xxxxxxxx-Xxxxx Act, the Family & Medical Leave Act (“FMLA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Occupational Safety and Medical Health Act (“OSHA”), the Executive Polygraph Protection Act, the Illinois Human Rights Act, the Illinois Worker Adjustment and Retraining Notification Act (“IL WARN”), the Illinois Equal Wage Act, the Illinois Minimum Wage Law, the Illinois Right to Privacy in the Workplace Act, the Illinois Genetic Information Privacy Act, the Illinois School Visitation Rights Act, the Illinois AIDS Confidentiality Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Family Military Leave Act, similar state lawsthe Illinois Constitution, the anti-retaliation provisions of applicable laws and all other applicable federal, state, county, municipal, or other statutes, ordinances or regulations. 4.2. Nothing in this Agreement shall be construed to prevent you from reporting unlawful conduct or responding truthfully to a valid subpoena, from filing a charge with, or participating in any investigation conducted by, any state, local or federal administrative agency, governmental agency, or regulatory body (including the Securities and Exchange Commission, the Department of Justice, National Labor Relations Board, and the Equal Employment Opportunity Commission) alleging violations of state, local or federal laws or regulations. You agree that except as set forth in or referenced in this Agreement, you are not entitled to any regulations payment or benefits from any of the Releasees, including, but not limited to, any payments or benefits under any plan, program or agreement with any Releasee. 4.3. You are not releasing: (a) claims arising after you sign this Agreement; (b) claims related to enforcement of this Agreement; (c) claims for accrued, vested benefits under any employee benefit plan of the Company or for reimbursement under any group health or disability plan in which you participated in accordance with the terms of such lawsplans and applicable law; (d) any continuing rights to indemnification by the Company; and/or (e) any claims or rights that cannot be waived by law, including without limitations, your right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation. 4.4. This release You represent and warrant that: (a) you have not filed or initiated any legal, equitable, administrative, or other proceeding(s) against any of the Releasees; (b) to your knowledge, no such proceeding(s) have been initiated against any of the Releasees on your behalf; (c) you are the sole owner of any alleged claims, demands, rights, causes of action, and other matters that are released in Paragraph 4.1 above; (d) the same have not be transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and (e) you have the full right and power to grant, execute, and deliver the releases, undertakings and agreements contained in this Agreement. You further agree that in the event of any further proceedings whatsoever based upon any matter released herein, the Company and each of the other Releasees shall have no further monetary or other obligation of any kind to you, including without limitation, any obligation for any costs, expenses and attorneys’ fees incurred by you or on your behalf. 4.5. You acknowledge and agree that you have no present or future right to employment with the Company and that you will not apply for rehire or otherwise seek employment, engagement or contract with any Releasee at any time in the future. You agree that you will immediately resign employment with any entity if you determine after accepting employment that such entity is a Releasee. Notwithstanding the foregoing, you shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior be required to resign employment with Companyan entity that becomes a Releasee as a result of a corporate transaction that occurs after the date you commence employment with such entity. 4.6. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERNothing in this Retirement Agreement is intended to be or shall be construed as an admission by the Company or any of the other Releasees that any of them violated any law, KNOWN OR UNKNOWNinterfered with any right, CONTINGENT OR LIQUIDATEDbreached any obligation or otherwise engaged in any improper or illegal conduct with respect to you or otherwise. Each of the Releasees expressly denies any such illegal or wrongful conduct. 4.7. You agree that you will not remove any Company property from Company premises or make copies or other reproductions of any Company materials. You represent that you have returned or will return to the Company by the Retirement Date all property belonging to the Company and/or the Releasees, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEincluding but not limited to laptop, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcell phone, passwords, computer usernames, voicemail code, phone cards, Company credit card, keys, card access to the building and office floors, internal policies and other confidential business information and documents and copies thereof, whether in electronic or hard copy form. You further acknowledge and agree that the Company shall have no obligation to pay or provide the Retirement Benefits unless and until you have satisfied all your obligations pursuant to this paragraph.

Appears in 1 contract

Samples: Retirement Agreement (Cme Group Inc.)

Release of Claims. In return consideration for the separation 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 described in Section 2 of this Agreement, you hereby provide the Company with an irrevocable and unconditional release and discharge of claims. For purposes of this Section 4, the term “Company” means the released parties identified in this Section 4. Initials: This release and discharge of claims applies to (i) the Company each and all of its subsidiaries and affiliated companies; (ii) the Company’s shareholders, officers, agents, employees, directors, supervisors, representatives (including without limitation, Xxxx X. Xxxxx), Employee, on behalf of Employee and Employee's heirs, executors, administrators, their successors and assigns, hereby releases whether or not acting in the course and forever discharges scope of employment, and (iii) all persons acting by, through, under, or in concert with any of the foregoing persons or entities. The claims subject to this release include, without limitation, any and all claims related or in any manner incidental to your employment with the Company or the termination of that employment relationship. The parties understand the word “claims” to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively all claims arising out of your employment with the Company and the termination of your employment. All such claims (including related attorneys’ fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, age discrimination; any other claim or cause or cause of action; and regardless of the forum in which it might be brought. This release applies to any claims brought by any person or agency on behalf of you or any class action pursuant to which you may have any right or benefit. You promise never to file a lawsuit asserting any claims that are released by you and further promise not to accept any recoveries or benefits which may be obtained on your behalf by any other person or agency or in any class action for any claims released by you and do hereby assign any such recovery or benefit to the Company. If you sue the Company in violation of this Agreement, you shall be liable to the Company for its pastreasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Additionally, present if you sue the Company in violation of this Agreement, the Company can require you to return all monies and future affiliatesother benefits paid to you pursuant to this Agreement. Notwithstanding the foregoing, future parent companiesthe release contained herein shall not apply to (i) any rights that you may have under the Savings Plan, subsidiaries(ii) any rights you may have under this Agreement, predecessors(iii) your rights under applicable law (i.e., successors the COBRA law) to continued medical insurance coverage at your expense, and (iv) your statutory right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or the Texas Workforce Commission/Civil Rights Division (“TWCCRD”), to participate in an EEOC or TWCCRD investigation or proceeding, or to challenge the validity of the release, consistent with the requirements of 29 U.S.C. § 626(f)(4). In connection with this release, you understand and agree that: (1) You have a period of 21 days within which to consider whether you execute this Agreement, that no one hurried you into executing this Agreement during that 21 day period, and that no one coerced you into executing this Agreement; (2) You have carefully read and fully understand all the provisions of the release set forth in Section 4 of this Agreement, and declare that the Agreement is written in a manner that you understand; Initials: (3) You are, through this Agreement, releasing the Company from any and all claims you may have against the Company and the other parties specified above, as provided above, and that this Agreement constitutes a release and discharge of claims arising under the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621-634, including the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f); (4) You declare that your agreement to all of the terms set forth in this Agreement is knowing and voluntary; (5) You knowingly and voluntarily intend to be legally bound by the terms of this Agreement; (6) You acknowledge that the Company is hereby advising you in writing to consult with an attorney of your choice prior to executing this Agreement; and (7) You understand that rights or claims that may arise after the date this Agreement is executed are not waived. You understand that you have a period of seven days to revoke your agreement to give the Company a complete release in exchange for separation benefits, and that you may deliver notification of revocation by letter or facsimile addressed to the Company’s General Counsel. You understand that this will not become effective and binding, and that none of the separation benefits described above in Section 2 of this Agreement will be provided to you until after the expiration of the revocation period. The revocation period commences when you execute this Agreement and ends at 11:59 p.m. on the seventh calendar day after execution, not counting the date on which you execute this Agreement. You understand that if you do not deliver a written notice of revocation to the Company’s General Counsel before the end of the seven-day period described above, this Agreement will become final, binding and enforceable. The Company’s decision to offer separation benefits in exchange for a release of claims shall not be construed as an admission by the Company of (i) any liability whatsoever, (ii) any violation of any of your rights or those of any person, or (iii) any violation of any order, law, statute, duty, or contract. The Company specifically disclaims any liability to you or to any other person for any alleged violation of any rights possessed by you or any other person, or for any alleged violation of any order, law, statute, duty, or contract on the part of the Company, its employees or agents or related companies or their employees or agents. You represent and acknowledge that in executing this Agreement you do not rely and have not relied upon any representation or statement made by the Company, or by any of the Company’s agents, attorneys, or representatives with regard to the subject matter, basis, or effect of the release set forth in this Agreement, other than those specifically stated in this Agreement. Initials: The release set forth in this Section 4 of this Agreement shall be binding upon you, and your heirs, administrators, representatives, executors, successors, and assigns, and each shall inure to the benefit of their pastthe Released Parties . You expressly warrant that you have not assigned, present and future shareholders, officers, directors, employees, agents and insurers, from transferred or sold to any and all claims, actionsperson or entity any rights, 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 claims released 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 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: Separation Agreement (Helix Energy Solutions Group Inc)

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