Common use of Release of Liability for Claims Clause in Contracts

Release of Liability for Claims. (a) In consideration of Employee’s receipt of the [applicable Termination Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiaries, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any claims, damages, or causes of action related to Employee’s employment with any Company Party or the termination of such employment existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISA.

Appears in 3 contracts

Samples: Employment Agreement (Global Medical REIT Inc.), Employment Agreement (Global Medical REIT Inc.), Employment Agreement (Global Medical REIT Inc.)

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Release of Liability for Claims. (a) In consideration of Employee’s receipt of the [applicable Termination Benefits Severance Payment (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesaffiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the any Company or any of its subsidiaries or other affiliates Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefitsbenefits or claims Employee may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Employee may have or have had with any Company Party other than the rights to the Severance Payment described herein; (iv) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), other than Employee’s rights to severance under Section 7 of the Employment Agreement, rights to compensation under Section 13 of the Employment Agreement or other entitlements in Sections 9, 10, 11, 12, 14 and 22 of the Employment Agreement that arise following the Termination Date and are intended to survive Employee’s termination of employment) or incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5I) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6II) any claim to vested benefits under an employee benefit plan governed plan, (III) any claim arising out of future rights with respect to vested equity or equity incentives, or (IV) any pending or future claim with respect to: (x) Employee’s rights under any directors & officers liability insurance policies then in effect, or (y) indemnification (including advancement of expenses) or contribution by ERISAthe Company or any of its affiliates pursuant to contract or applicable law. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the Severance Payment (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 3 contracts

Samples: Employment Agreement (EP Energy LLC), Employment Agreement (EP Energy LLC), Employment Agreement (EP Energy LLC)

Release of Liability for Claims. (a) In consideration of EmployeeExecutive’s receipt of the [applicable Termination Severance Benefits (and any portion thereof)] [and] [accelerated vesting of ) and the Internalization Award contemplated by Section 3(d) of the Employment Company’s promises in this Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. Company and its direct and indirect subsidiariesall other members of the Company Group, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employeesinsurers, executives, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates the foregoing entities and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released ClaimClaim (as defined below); (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Executive may have or have had with any Company Party other than the rights to the Severance Benefits described herein; (iv) any and all rights, benefits or claims Executive may have under any employment contract (including the Employment Agreement), incentive other than Executive’s rights to the Severance Benefits, rights to compensation or compensation plan or agreement or under any other benefit entitlements under the Employment Agreement that arise following the Termination Date and are intended to survive Executive’s termination of employment) or incentive compensation plan, program or practice; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISA.

Appears in 3 contracts

Samples: Executive Employment Agreement (Empire Petroleum Corp), Executive Employment Agreement (Empire Petroleum Corp), Executive Employment Agreement (Empire Petroleum Corp)

Release of Liability for Claims. (a) In consideration of EmployeeExecutive’s receipt of the [applicable Termination Severance Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesParent, their respective affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by any member of the Company or any of its subsidiaries or other affiliates Group and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Worker Benefits Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Executive may have or have had with any Company Party other than the rights to the Severance Benefits described herein; (iv) any and all rights, benefits or claims Executive may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program or practiceagreement other than the rights to the Severance Benefits; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5a) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Datedate Executive executes this Agreement, (6b) any claim to vested benefits under an employee benefit plan governed of any Company Party that is subject to ERISA, (c) any claims for the applicable Severance Benefits under Article VI of the Employment Agreement, (d) any claim for indemnification Executive has pursuant to any agreement to which Executive is a party or third party beneficiary or under applicable law, or (e) any rights arising under any directors’ and officers’ liability insurance or other similar insurance policy to which Executive is a party or of which Executive is a beneficiary. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration received by ERISAExecutive pursuant to Section 1, any and all potential claims of this nature that Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 3 contracts

Samples: Employment Agreement (Nine Energy Service, Inc.), Employment Agreement (Nine Energy Service, Inc.), Employment Agreement (Nine Energy Service, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration of Employeeset forth in this Agreement, including the consideration set forth in Section 2, Executive knowingly and voluntarily (for Executive, Executive’s receipt of family, and Executive’s heirs, executors, administrators and assigns) hereby releases and forever discharges the [applicable Termination Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby releases, discharges and acquits the Company, Global Medical REIT Inc. Company and its direct affiliates, predecessors, successors, subsidiaries and indirect subsidiariesbenefit plans, and each of the foregoing entities’ respective pastequity-holders, present and future subsidiariesofficers, affiliatesdirectors, stockholdersmanagers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal and representative capacities ) (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s ownership of any interest in any Company Party, Executive’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any employment contract (including the Employment Agreement)contract, incentive or compensation plan or agreement equity-based plan with any Company Party or to any ownership interest in any Company Party (other than any rights under the Award Agreements), including any other benefit plan, program claims relating to an alleged change in control or practicepotential change in control occurring prior to the Separation Date ; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any other term consideration received by Executive pursuant to Section 2, any and all potential claims of this Release, in no event shall the Released Claims include (1) nature that Executive may have against any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateCompany Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (3WHETHER GROSS OR SIMPLE) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect)OR OTHER FAULT, (4) any claim for the applicable Termination BenefitsINCLUDING STRICT LIABILITY, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES.

Appears in 3 contracts

Samples: Separation and Consulting Agreement (Spyre Therapeutics, Inc.), Separation and Consulting Agreement (Aeglea BioTherapeutics, Inc.), Separation and Consulting Agreement (Aeglea BioTherapeutics, Inc.)

Release of Liability for Claims. (a) In consideration of EmployeeExecutive’s receipt of the [applicable Termination Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement]Severance Benefits, Employee Executive hereby releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiaries, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any claims, damages, or causes of action related to EmployeeExecutive’s employment with any Company Party or the termination of such employment existing on or prior to the date on which Employee Executive signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (JI) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee Executive may have under any employment contract (including the Employment Agreement)contract, incentive or compensation plan or agreement or under any other benefit Exhibit A plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement Release (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in no event shall the Released Claims include (1) any claims for Base Salary base salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee Executive may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Severance Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP Equity Awards or under any award agreement relating EmployeeExecutive’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISA.

Appears in 2 contracts

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

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 above (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Xxxxxxx hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesthe Partnership, and the General Partner, each of the foregoing entities’ respective pastAffiliates, present predecessors, successors, subsidiaries and future subsidiariesbenefit plans, affiliatesand the foregoing entities’ respective equityholders, stockholdersofficers, directors, managers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its Affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal and representative capacities ) (collectively, the “Company Released Parties”), from liability for, and Employee Xxxxxxx hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s Xxxxxxx’x ownership of any interest in the Partnership or any other Released Party, his employment with any Company Party or Released Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Xxxxxxx executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (Fix) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Xxxxxxx may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement equity-based plan with any Released Party (including any award agreement) or under to any other benefit plan, program or practiceownership interest in any Released Party; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxxx is simply agreeing that, in exchange for any other term consideration received by him pursuant to Section 2, any and all potential claims of this Release, in no event shall nature that Xxxxxxx may have against the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 2 contracts

Samples: Separation and Consulting Agreement, Separation and Consulting Agreement And (Black Stone Minerals, L.P.)

Release of Liability for Claims. (aa. For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Sections 2 and 3(b) In consideration of Employee’s receipt of the [applicable Termination Benefits (and any portion portions thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. each of its present and its direct former subsidiaries and indirect subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter on or prior to the date on which time that Employee signs executes this Release (Agreement, whether arising under federal or state laws or the “Signing Date”)laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the State Government Article of Texas Labor Code, and the Maryland Annotated CodeTexas Whistleblower Act); (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement)contract, incentive or compensation plan or agreement or under any other benefit plan, program or practice, including the Plan; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any other term consideration received by Employee pursuant to Section 2 or 3(b), any and all potential claims of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits nature that Employee may be entitled to under the Company’s employee benefit plans as have against any of the Separation DateCompany Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (3WHETHER GROSS OR SIMPLE) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect)OR OTHER FAULT, (4) any claim for the applicable Termination BenefitsINCLUDING STRICT LIABILITY, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES.

Appears in 2 contracts

Samples: Separation Agreement and General Release (Contango Oil & Gas Co), Separation Agreement and General Release (Contango Oil & Gas Co)

Release of Liability for Claims. (a) In For good and valuable consideration, including the Company’s agreement to make Executive eligible for the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion part thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. its present and its direct former subsidiaries and indirect subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Released Party, the termination of such employment existing employment, ownership of the Company, and any other acts or omissions related to any matter on or prior to the date on which Employee signs time that Executive executes this Release (Agreement, whether arising under federal or state laws or the “Signing Date”)laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Securities Act or Title 20 of the State Government Article of the Maryland Annotated Code1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) any applicable state employment and securities laws; (P) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (JQ) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee Executive may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any other term consideration received by Executive hereunder, any and all potential claims of this Release, in no event shall nature that Executive may have against any of the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 2 contracts

Samples: Separation Agreement (Comscore, Inc.), Separation Agreement (Comscore, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesthe Partnership, and the General Partner, each of the foregoing entities’ respective pastAffiliates (as defined in the Severance Agreement), present predecessors, successors, subsidiaries and future subsidiariesbenefit plans, affiliatesand the foregoing entities’ respective equity-holders, stockholdersofficers, directors, managers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its Affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal and representative capacities ) (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s ownership of any interest in the Partnership or any other Released Party, his employment with any Company Party or Released Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (including the Texas Payday law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any employment contract (including the Employment Severance Agreement), incentive or compensation plan or agreement equity-based plan with any Released Party (including the LTI Award Agreements) or under to any other benefit plan, program or practiceownership interest in any Released Party; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any other term consideration received by Executive pursuant to Section 2, any and all potential claims of this Release, in no event shall nature that Executive may have against the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 2 contracts

Samples: Separation Agreement (Black Stone Minerals, L.P.), Separation Agreement (Black Stone Minerals, L.P.)

Release of Liability for Claims. (a) In consideration of Employee’s receipt of the [applicable Termination Benefits Severance Consideration (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesaffiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the any Company or any of its subsidiaries or other affiliates Party EXHIBIT A and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefitsbenefits or claims Employee may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Employee may have or have had with any Company Party other than the rights to the Severance Consideration described herein; (iv) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program or practiceagreement; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5x) any claim that first arises after the Signing Date, including any claim with respect to the LTIP Date or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6y) any claim to vested benefits under an employee benefit plan governed by ERISA. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration received by him pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 2 contracts

Samples: Employment Agreement (Swift Energy Co), Employment Agreement (Swift Energy Co)

Release of Liability for Claims. (a) In consideration of Employee’s receipt of the [applicable Termination Benefits Severance Consideration (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesaffiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the any Company or any of its subsidiaries or other affiliates Party and all fiduciaries and administrators of any such plans, in their personal and representative EXHIBIT A capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefitsbenefits or claims Employee may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Employee may have or have had with any Company Party other than the rights to the Severance Consideration described herein; (iv) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program or practiceagreement; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5x) any claim that first arises after the Signing Date, including any claim with respect to the LTIP Date or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6y) any claim to vested benefits under an employee benefit plan governed by ERISA. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration received by him pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 2 contracts

Samples: Employment Agreement (Silverbow Resources, Inc.), Employment Agreement (Swift Energy Co)

Release of Liability for Claims. (a) In consideration of EmployeeExecutive’s receipt of the [applicable Termination Severance Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesParent, their respective affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by any member of the Company or any of its subsidiaries or other affiliates Group and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Worker Benefits Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Executive may have or have had with any Company Party other than the rights to the Severance Benefits described herein; (iv) any and all rights, benefits or claims Executive may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program or practiceagreement other than the rights to the Severance Benefits; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5a) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Datedate Executive executes this Agreement, (6b) any claim to vested benefits under an employee benefit plan governed of any Company Party that is subject to ERISA, (c) any claims for the applicable Severance Benefits under Article VI of the Employment Agreement, (d) any claim for indemnification Executive has pursuant to any agreement to which she is a party or third party beneficiary or under applicable law, or (e) any rights arising under any directors’ and officers’ liability insurance or other similar insurance policy to which Executive is a party or of which she is a beneficiary. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration received by ERISAExecutive pursuant to Section 1, any and all potential claims of this nature that Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Employment Agreement (Nine Energy Service, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. each Subsidiary and its direct and indirect subsidiariesother Company affiliate, and each of the foregoing entities’ respective pastpredecessors, present and future subsidiariessuccessors, affiliatesequityholders, stockholdersofficers, directors, managers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans) (each a “Released Party” and, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to Employeeor arising from Executive’s ownership of any interest in the Company or any other Released Party, Executive’s employment or engagement with any Company Party or Released Party, the termination of such employment existing or engagement, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JI) any public policy, contract, tort, or common law claim or claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, or claims Employee may have awards under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement equity- based plan with any Released Party or to any ownership interest in any Released Party (other than the 187,241 shares registered under any other benefit plan, program or practicethe Executive’s name with AST); and (iv) any claim, whether direct or derivative, arising from, or relating to, Executive’s status as a holder of any shares or interests in any Released Party; and (v) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any other term consideration received by Executive pursuant to Section 2, any and all potential claims of this Release, in no event shall nature that Executive may have against the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 1 contract

Samples: Separation Agreement (Track Group, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. each other member of the Company Group (as defined in the Employment Agreement) and its direct and indirect subsidiarieseach other Company affiliate, and each of the foregoing entities’ respective pastpredecessors, present and future subsidiariessuccessors, affiliatesequityholders, stockholdersofficers, directors, managers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans) (each a “Released Party” and, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to Employeeor arising from Executive’s ownership of any interest in the Company or any other Released Party, Executive’s employment or engagement with any Company Party or Released Party, the termination of such employment existing or engagement, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and Safety Act, and the Arizona Medical Marijuana Act; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) other than with respect to the Bonus Shares, the Accelerated RSU Shares, the Accelerated Option and the Non-Employee Director Option, any and all rights, benefits, benefits or claims Employee Executive may have under any employment contract or other agreement (including the Employment Agreement, Option Award, Sign-On Equity, RSU Award or Performance Option (each as defined in the Employment Agreement)), incentive or compensation plan or agreement equity-based plan with any Released Party (including the Equity Plan (as defined in the Employment Agreement)) or under to any other benefit plan, program or practiceownership interest in any Released Party; and (iv) any claim, whether direct or derivative, arising from, or relating to, Executive’s status as a holder of any shares or interests in any Released Party; and (v) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any other term consideration received by Executive pursuant to Section 2, any and all potential claims of this Release, in no event shall nature that Executive may have against the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 1 contract

Samples: Separation Agreement (Wrap Technologies, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt described in Section 2(b) of the [applicable Termination Benefits Agreement (and any portion thereofpart of such consideration)] [and] [accelerated vesting , Executive hereby releases and discharges FINV, the Employer, each of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby releases, discharges their subsidiaries and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholderspartners, members, predecessors, successors, assigns, owners, partners, shareholders, officers, directors, officers, managers,, employees, agents, attorneys, heirsadministrators, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by (including the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal ) and representative capacities insurers (collectively, the “Company Released Parties”), from liability forany and all claims, demands, liabilities and Employee hereby waivescauses of action, whether statutory or common law, that are now known, or reasonably should be known, to Executive, including any claimsclaim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, wages, contractual entitlements; and all claims or causes of action related relating to Employee’s employment with any Company Party or the termination of such employment existing matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”), Agreement including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended; (B) the Civil Rights Act of 1991, ; (C) Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990as amended; (BD) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (CE) the Immigration Reform Control Act, as amended; (DF) the Americans with Disabilities Act of 1990, as amended; (G) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993, as amended; (GJ) any federal, state or local federal anti-discrimination or anti-retaliation law; (K) any state or federal wage and hour law; or (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IL) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (Jii) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (iiiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including in the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practicematters referenced herein; and (iv) any claim for compensationand all claims Executive may have arising out of, damages or benefits as the result of any kind not expressly set forth in this Agreement breach of, any employment agreement or offer letter, or any other contract, incentive compensation plan or agreement, or equity compensation plan or agreement with the FINV, the Employer, or any of the other Released Parties (collectively, the “Released Claims”). Notwithstanding ; provided, however, that this Agreement does not apply to any Released Party’s obligations to Executive that may arise: (I) following the foregoing date that Executive executes this Agreement; (II) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under the certificate of incorporation, by-laws or similar governing documents of FINV or its subsidiaries or any written indemnification agreement by and between the Company and Executive; (III) in connection with any rights of defense or indemnification which would be otherwise afforded to Executive under any liability or other term of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under insurance policy maintained by the Company’s employee benefit plans as ; (IV) in connection with any rights of the Separation DateExecutive under any applicable health, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Datemedical and dental programs, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim claims to vested benefits under an employee benefit plan governed subject to ERISA; (V) with respect to any vested sums owed to Executive but deferred pursuant to any qualified or nonqualified deferred compensation plan (including but not limited to the Employer’s 401(k) cash or deferred arrangement and the Employer’s EDC Plan); and (VI) with respect to any Accrued Rights. This Agreement is not intended to indicate that any Released Claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration provided pursuant to the Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised or waived. By signing this Agreement, Executive is bound by ERISAit. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Agreement. This Agreement also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES.

Appears in 1 contract

Samples: Consulting, and General Release Agreement (Frank's International N.V.)

Release of Liability for Claims. (a) In consideration of EmployeeExecutive’s receipt of the [applicable Termination Severance Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesParent, their respective affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by any member of the Company or any of its subsidiaries or other affiliates Group and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Worker Benefits Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Executive may have or have had with any Company Party other than the rights to the Severance Benefits described herein; (iv) any and all rights, benefits or claims Executive may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program or practiceagreement other than the rights to the Severance Benefits; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5a) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Datedate Executive executes this Agreement, (6b) any claim to vested benefits under an employee benefit plan governed of any Company Party that is subject to ERISA, (c) any claims for the applicable Severance Benefits under Article VI of the Employment Agreement, (d) any claim for indemnification and advancement of expenses that Executive has pursuant to any agreement to which Executive is a party or third party beneficiary or under applicable law or any governing document of the Parent, the Company or any other member of the Company Group in favor of Executive, or (e) any rights arising under any directors’ and officers’ liability insurance or other similar insurance policy to which Executive is a party or of which Executive is a beneficiary. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration received by ERISAExecutive pursuant to Section 1, any and all potential claims of this nature that Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Employment Agreement (Nine Energy Service, Inc.)

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Release of Liability for Claims. (a) In For good and valuable consideration of Employeeset forth in this Agreement, including the consideration set forth in Section 2, Consultant knowingly and voluntarily (for Consultant, Consultant’s receipt of the [applicable Termination Benefits (family, and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(dConsultant’s heirs, executors, administrators and assigns) of the Employment Agreement], Employee hereby releases, releases and forever discharges and acquits the Company, Global Medical REIT Inc. Ambulnz Holdings, LLC (together with the Company and its direct affiliates, the “DocGo Affiliated Entities”) and indirect subsidiariestheir respective affiliates, predecessors, successors, subsidiaries and benefit plans, and each of the foregoing entities’ respective pastequity-holders, present and future subsidiariesofficers, affiliatesdirectors, stockholdersmanagers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans) (each, in their personal a “Company Party” and representative capacities (collectively, the “Company Parties”), from liability for, and Employee Consultant hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeConsultant’s ownership of any interest in any Company Party, Consultant’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Consultant executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the New York State Human Rights Law, the New York Labor Law (including the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York State Correction Law, the New York State Civil Rights Law, Section 125 of the New York Workers’ Compensation Law and the New York City Human Rights Law; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Consultant may have under any employment contract (including the Employment Agreement)contract, incentive or compensation plan or agreement equity-based plan with any Company Party or to any ownership interest in any Company Party (other than any rights under any other benefit plan, program or practicethe Options); and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Consultant is simply agreeing that, in exchange for any other term consideration received by Consultant pursuant to Section 2, any and all potential claims of this Release, in no event shall the Released Claims include (1) nature that Consultant may have against any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateCompany Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (3WHETHER GROSS OR SIMPLE) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect)OR OTHER FAULT, (4) any claim for the applicable Termination BenefitsINCLUDING STRICT LIABILITY, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation and Consulting Agreement (DocGo Inc.)

Release of Liability for Claims. (a) In consideration For good and valuable consideration, the receipt and sufficiency of Employee’s receipt of the [applicable Termination Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement]which is hereby acknowledged, Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. its present and its direct former subsidiaries and indirect subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Released Party, Executive’s ownership of equity in the Company Party and any other acts or the termination of such employment existing omissions related to any matter on or prior to the date on which Employee signs that Executive executes this Release (Agreement, whether arising under federal or state laws or the “Signing Date”)laws of any other jurisdiction, including (i) any alleged violation through such on or prior to the date Executive signs this Agreement of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”)1974; (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Securities Act or Title 20 of the State Government Article of the Maryland Annotated Code1933; (I) the Securities Exchange Act of 1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) the New York State Human Rights Law, the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law, the New York City Earned Sick Leave Law, 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 New Jersey Equal Pay Act, and retaliation claims under the New Jersey Workers’ Compensation Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (JR) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; or (S) any claim, whether direct or derivative, arising from being a shareholder of the Company or any other Released Party; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee Executive may have under any employment contract (including the Employment Severance Agreement), incentive or compensation plan or agreement (including the Plan and the award agreements thereunder, including the 0000 XXX Agreement, the Option Agreement and the PRSU Agreement) or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxxxxx is simply agreeing that, in exchange for any other term consideration received by Executive hereunder, any and all potential claims of this Release, in no event shall nature that Executive may have against any of the Released Claims include Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (1WHETHER GROSS OR SIMPLE) any claims for Base Salary earned in the pay period in which the Separation Date occurredOR OTHER FAULT, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateINCLUDING STRICT LIABILITY, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE RELEASED PARTIES.

Appears in 1 contract

Samples: Separation and General Release Agreement (Comscore, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of , Executive knowingly and voluntarily (for Executive, Executive’s family and Executive’s heirs, executors, administrators and assigns) hereby releases and forever discharges the Internalization Award contemplated by Section 3(d) of Company (the Employment Agreement], Employee hereby releases, discharges Company and acquits the Company, Global Medical REIT Inc. and its direct and indirect their respective subsidiaries, collectively, the “Affiliated Entities”) and each of their respective affiliates, predecessors, successors, subsidiaries and benefits plans, the foregoing entities’ respective pastequity-holders, present and future subsidiariesofficers, affiliatesdirectors, stockholdersmanagers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal and representative capacities ) (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, damages or causes of action of any kind related to EmployeeExecutive’s ownership of any interest in any Company Party, Executive’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination discrimination, anti-harassment or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the New York Equal Pay Law; (H) the New York Whistleblower Law; (I) the New York City Earned Sick Time Act; (J) the New York Workers’ Compensation Law’s anti-retaliation provisions; (K) the New York occupational safety and health laws; (L) the New York wage hour and wage-payment laws; (M) any other law, statute, ordinance, rule, regulation decision or order pertaining to employment or pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, citizenship, sexual orientation or non-work activities; (N) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IO) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JP) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaims; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released ClaimClaim (as defined below); (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any employment contract contract, incentive compensation plan, severance plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (each, a “Released Claim,” collectively, the “Released Claims”). Notwithstanding This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for any consideration received by the foregoing or Executive pursuant to Section 2, any other term and all potential claims of this Release, in no event shall the Released Claims include (1) nature that Executive may have against any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation DateCompany Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (3WHETHER GROSS OR SIMPLE) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect)OR OTHER FAULT, (4) any claim for the applicable Termination BenefitsINCLUDING STRICT LIABILITY, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (Phio Pharmaceuticals Corp.)

Release of Liability for Claims. (a) In consideration of Employee’s receipt of the [applicable Termination Benefits consideration set forth in Section 1 above (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesNine, their respective affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the any Company or any of its subsidiaries or other affiliates Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs this Release (the “Signing Date”), including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Worker Benefits Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act, as amended; (FE) the Family and Medical Leave Act of 1993; (GF) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (IG) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (JH) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefitsbenefits or claims Employee may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance-related agreement that Employee may have or have had with any Company Party other than the rights to the payments or benefits described in Section 1 above; (iv) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive or equity-based compensation plan or agreement or under arrangement, incentive compensation plan, limited liability company agreements, and any other benefit plan, program agreement other than the rights to the payments or practicebenefits described in Section 1 above; and (ivv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this Release, in In no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5a) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Datedate Employee executes this Agreement, (6b) any claim to vested benefits under an employee benefit plan governed of any Company Party that is subject to ERISA, (c) any claims for the applicable severance payments or benefits described in Section 1 above, (d) any claim for indemnification Employee has pursuant to any agreement to which Employee is a party or third party beneficiary or under applicable law, or (e) any rights arising under any directors’ and officers’ liability insurance or other similar insurance policy to which Employee is a party or of which Employee is a beneficiary. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration received by ERISAEmployee pursuant hereunder (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement and General Release of Claims (Nine Energy Service, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d, Executive knowingly and voluntarily (for Executive, Executive’s family, and Executive’s heirs, executors, administrators and assigns) of the Employment Agreement], Employee hereby releases, releases and forever discharges and acquits the Company, Global Medical REIT Scooby, Petco Health and Wellness Company, Inc. (collectively, the “Petco Affiliated Entities”) and its direct their respective affiliates, predecessors, successors, subsidiaries and indirect subsidiariesbenefit plans, and each of the foregoing entities’ respective pastequity-holders, present and future subsidiariesofficers, affiliatesdirectors, stockholdersmanagers, members, partners, directors, officers, managers, employeesExecutives, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans, in their personal and representative capacities ) (collectively, the “Company Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s ownership of any interest in any Company Party, Executive’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination discrimination, anti-harassment or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) California’s Fair Employment and Housing Act, the California Pregnancy Disability Leave law, the California Family Rights Act, the Healthy Workplace Healthy Family Act of 2014, the California Labor Code, the Private Attorneys’ General Act (Labor Code§ 2698 et seq.), any Wage Orders issued by the California Industrial Welfare Commission and the California Business and Professionals Code; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Released Claim; (iii) any and all rights, benefits, benefits or claims Employee Executive may have under any employment contract contract, incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxxxxx is simply agreeing that, in exchange for any other term consideration received by Executive pursuant to Section 2, any and all potential claims of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits nature that Employee Executive may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in have against the Company or any other Company Party that survives the Separation DateParties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (6WHETHER GROSS OR SIMPLE) any claim to vested benefits under an employee benefit plan governed by ERISAOR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (Petco Health & Wellness Company, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt set forth in Sections 1 and 4 of the [applicable Termination Benefits Separation Agreement, Executive knowingly and voluntarily (for and any portion thereof)] [and] [accelerated vesting on behalf of the Internalization Award contemplated by Section 3(d) of the Employment Agreement]Executive, Employee hereby releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesExecutive’s family, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, Executive’s heirs, predecessorsexecutors, successors administrators and representatives in their personal assigns) hereby releases and representative capacities, as well as all employee benefit plans maintained by forever discharges the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), Parties from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Confirming Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Further Released ClaimClaim (as defined below); and (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Confirming Release or the Separation Agreement (collectively, the “Further Released Claims”). Notwithstanding the foregoing This Confirming Release is not intended to indicate that any such claims exist or any other term of this Releasethat, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in no event shall the Released Claims include (1) exchange for any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled consideration received by Executive pursuant to under the Company’s employee benefit plans as Sections 1 and 4 of the Separation DateAgreement, (3) any claim for reimbursement for expenses and all potential claims of this nature that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in Executive may have against the Company or any other Company Party that survives the Separation DateParties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (6WHETHER GROSS OR SIMPLE) any claim to vested benefits under an employee benefit plan governed by ERISAOR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Transition Services and Separation Agreement (Brinker International, Inc)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt of the [applicable Termination Benefits set forth in Section 2 (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee Executive hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. the Partnership, the General Partner, each of the foregoing entities’ respective Affiliates (as defined in the Severance Agreement), predecessors, successors, subsidiaries and its direct and indirect subsidiariesbenefit plans, and each of the foregoing entities’ respective pastequity-holders, present and future subsidiariesofficers, affiliatesdirectors, stockholdersmanagers, members, partners, directors, officers, managers, employees, agents, attorneysrepresentatives, heirsand other affiliated persons, predecessors, successors and representatives in their personal the Company’s and representative capacities, as well as all employee its Affiliates’ benefit plans maintained by (and the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators trustees of any such plans) (each a “Released Party” and, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s ownership of any interest in the Partnership or any other Released Party, his employment or engagement with any Company Party or Released Party, the termination of such employment existing or engagement, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations ActXxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act ; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (including the Texas Payday law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, feespromissory estoppel, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits breach of any kind not expressly set forth in this Agreement (collectivelyimplied duty of good faith and fair dealing, the “Released Claims”). Notwithstanding the foregoing breach of implied or any other term express contract, breach of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP fiduciary duty or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISA.wrongful discharge;

Appears in 1 contract

Samples: Separation Agreement (Black Stone Minerals, L.P.)

Release of Liability for Claims. (a) In consideration of Employeea)For good and valuable consideration, including the Company’s receipt of agreement to provide the [applicable Termination Benefits Separation Amount (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment Agreement], Employee hereby forever releases, discharges and acquits the Company, Global Medical REIT Inc. Select Energy Services, Inc., Select Energy Services, LLC, each of their subsidiaries and its direct and indirect subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter on or prior to the date on which time that Employee signs executes this Release (Agreement, whether arising under federal or state laws or the “Signing Date”)laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the State Government Article of Texas Labor Code, and the Maryland Annotated CodeTexas Whistleblower Act), all as may have been amended; (I) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement)) or any other agreement, incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any other term consideration received by Employee pursuant to Section 2, any and all potential claims of this Release, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits nature that Employee may be entitled to under the Company’s employee benefit plans as have against any of the Separation DateCompany Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (3WHETHER GROSS OR SIMPLE) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect)OR OTHER FAULT, (4) any claim for the applicable Termination BenefitsINCLUDING STRICT LIABILITY, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation and General Release Agreement (Select Energy Services, Inc.)

Release of Liability for Claims. (a) In For good and valuable consideration, including the consideration of Employee’s receipt set forth in Section 1 of the [applicable Termination Benefits Separation Agreement, Executive knowingly and voluntarily (for and any portion thereof)] [and] [accelerated vesting on behalf of the Internalization Award contemplated by Section 3(d) of the Employment Agreement]Executive, Employee hereby releases, discharges and acquits the Company, Global Medical REIT Inc. and its direct and indirect subsidiariesExecutive’s family, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, Executive’s heirs, predecessorsexecutors, successors administrators and representatives in their personal assigns) hereby releases and representative capacities, as well as all employee benefit plans maintained by forever discharges the Company or any of its subsidiaries or other affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), Parties from liability for, and Employee Executive hereby waives, any and all claims, damages, or causes of action of any kind related to EmployeeExecutive’s employment with any Company Party or Party, the termination of such employment existing employment, and any other acts or omissions related to any matter occurring on or prior to the date on which Employee signs that Executive executes this Release (the “Signing Date”)Confirming Agreement, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-anti discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, Code and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act; (H) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (I) any other local, state or federal law, regulation, ordinance regulation or orders which may have afforded any legal or equitable causes of action of any natureordinance; or (J) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, to a Further Released ClaimClaim (as defined below); and (iii) any and all rights, benefits, or claims Employee may have under any employment contract (including the Employment Agreement), incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Confirming Release or the Separation Agreement (collectively, the “Further Released Claims”). Notwithstanding the foregoing This Confirming Release is not intended to indicate that any such claims exist or any other term of this Releasethat, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in no event shall the Released Claims include (1) exchange for any claims for Base Salary earned in the pay period in which the Separation Date occurred, (2) any claim for employee benefits that Employee may be entitled consideration received by Executive pursuant to under the Company’s employee benefit plans as Section 1 of the Separation DateAgreement, (3) any claim for reimbursement for expenses and all potential claims of this nature that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in Executive may have against the Company or any other Company Party that survives the Separation DateParties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (6WHETHER GROSS OR SIMPLE) any claim to vested benefits under an employee benefit plan governed by ERISAOR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Transition Services and Separation Agreement (Excelerate Energy, Inc.)

Release of Liability for Claims. (a) a. In consideration of Employee’s receipt of the [applicable Termination Benefits (and any portion thereof)] [and] [accelerated vesting of the Internalization Award contemplated by Section 3(d) of the Employment entering into this Agreement], Employee Xxxxxxxx hereby releases, discharges and forever acquits the CompanyCompany Parties, Global Medical REIT Inc. and its direct and indirect subsidiariesQuantum, and each of the foregoing entities’ respective past, past present and future subsidiaries, affiliates, stockholdersowners, members, managers, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company Company, Employer or any of its subsidiaries or other their respective affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s Xxxxxxxx’x employment or affiliation with any Company Party or Party, the termination of such employment or affiliation, and any other acts or omissions related to any matter occurring or existing on or prior to the date on which Employee signs Xxxxxxxx signing this Release (the “Signing Date”)Agreement, including including, without limitation, any allegation arising out of or relating to: (i) any alleged violation Title VII of the Civil Rights Act of 1964, as amended; (ii) the Age Discrimination in Employment Act, as amended (including as amended by the Older Workers Benefit Protection Act) (“ADEA”); (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through such date of: 1988 of Title 42 of the United States Code, as amended; (Av) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993; (x) the Colorado Anti-Discrimination Act, and other statutes and the common law of the state of Colorado; (xi) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, and the Americans with Disabilities Act of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, state or local wage and hour law; (H) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (Ixii) any other local, state or federal law, regulationregulation or ordinance; (xiii) the failure of this Agreement, ordinance or orders which may have afforded any legal or equitable causes of action of any natureother employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Xxxxxxxx and the Company Parties are or were parties, to comply with, or to be operated in compliance with, Internal Revenue Code Section 409A, or any similar provision of state or local income tax law; or (Jxiv) any public policy, contract, tort, or common law claim or claim for defamation, emotional distress, fraud or misrepresentation of any kindclaim; (iixv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, in or with respect to, a relating to any Released ClaimClaim (as defined below); (iiixvi) any and all rights, benefits, benefits or claims Employee Xxxxxxxx may have under any employment contract (including the Employment Agreement), incentive or compensation plan, equity-based plan or agreement severance plan with any Company Party or under to any ownership interest in any Company Party except as expressly provided in this Agreement; (xvii) any and all matters arising out of Xxxxxxxx’x status as a holder, awardee or grantee of units of Holdco or equity interests in any Company Party, other benefit planthan with respect to rights arising from, program or practicerelated to, Xxxxxxxx’x ownership of the Units; and (ivxviii) any claim for compensation, damages compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). Notwithstanding the foregoing or any other term of this ReleaseTHIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, in no event shall the Released Claims include (1) any claims for Base Salary earned in the pay period in which the Separation Date occurredINCLUDING STRICT LIABILITY, (2) any claim for employee benefits that Employee may be entitled to under the Company’s employee benefit plans as of the Separation Date, (3) any claim for reimbursement for expenses that remain unreimbursed as of the Separation Date (subject to the Company's expense reimbursement policies as then in effect), (4) any claim for the applicable Termination Benefits, (5) any claim that first arises after the Signing Date, including any claim with respect to the LTIP or under any award agreement relating Employee’s equity ownership in the Company or any other Company Party that survives the Separation Date, (6) any claim to vested benefits under an employee benefit plan governed by ERISAOF ANY OF THE COMPANY PARTIES ARISING BEFORE XXXXXXXX SIGNS THIS AGREEMENT.

Appears in 1 contract

Samples: Separation Agreement and General Release (Jagged Peak Energy Inc.)

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