Common use of Release of Liability for Claims Clause in Contracts

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive set forth in Sections 2 of this Agreement, Executive hereby releases, discharges and forever acquits the Company, its affiliates and their respective past, present and future subsidiaries, members, partners, directors, officers, managers and successors, in their personal and representative capacities, as well as all agents, attorneys, heirs, successors and representatives, in their representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date that Executive executes this Agreement, including without limitation any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Act; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xii) any federal, state or local wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters; (xvi) any and all rights, benefits or claims Executive may have under any employment contract (including without limitation the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI); and (xvii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”).

Appears in 1 contract

Samples: Separation Agreement and General Release (Northern Tier Energy LLC)

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Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide Xxx’x receipt of the consideration to Executive set forth in Sections Section 2 of this Agreementabove, Executive Xxx hereby forever releases, discharges and forever acquits the Company, its affiliates affiliates, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, predecessors, successors and representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Xxx hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s Xxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive Xxx executes this Agreement, including whether known or unknown, including, without limitation limitation, (i) any alleged violation through such date of: (iA) any federal, state or local anti-discrimination law or anti-retaliation law, including the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act; (ii) ), Title VII of the Civil Rights Act of 1964, as amended; (iii) , the Civil Rights Act of 1991; (iv) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (viC) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viiiD) the National Labor Relations Act, as amended; (ixE) the Occupational Safety and Health Act, as amended; (xix) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiF) any federal, state or local wage and hour law; (xiiiG) any other local, state or federal law, regulation or ordinance; or (xivH) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersor with respect to a Released Claim; (xviiii) any and all rights, benefits or claims Executive Xxx may have under any employment contract (including without limitation the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party (including without limitation the STIP and LTIP) or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)Party; and (xviiiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 (Midstates Petroleum Company, Inc.)

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive Employee set forth in Sections Section 2 of this Agreement, Executive Employee hereby releases, discharges and forever acquits the Company, its affiliates and subsidiaries, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, successors and representatives, in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of ExecutiveEmployee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date that Executive Employee executes this Agreement, including without limitation any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act, as amended (including as amended by the Older Workers Benefit Protection Act); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xi) any foreign, federal, state or local anti-discrimination or anti-retaliation law; (xii) any foreign, federal, state or local wage and hour law; (xiiixiv) any other foreign, local, state or federal law, regulation or ordinance; (xivxv) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (xvxvi) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters; (xvixvii) any and all rights, benefits or claims Executive Employee may have under any employment contract (including without limitation the Employment Agreement)contract, incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (other than with respect to any claims the interests that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTIvest pursuant to Section 2(b) above); and (xviixviii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”).

Appears in 1 contract

Samples: Separation Agreement and General Releasethis Separation Agreement and General Release (Endeavour International Corp)

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s 's agreement to provide the consideration separation benefits to Executive set forth Xxxxxxx in Sections accordance with Section 2 of this Agreement, Executive Xxxxxxx hereby releases, discharges and forever acquits the CompanyCompany and its past, its present and fi.Jture subsidiaries and affiliates and their respective past, present and future subsidiariesstockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, successors and representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the "Company Parties"), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s Xxxxxxx'x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date that Executive Xxxxxxx executes this Agreement, including without limitation any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Act; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iiiii) the Civil Rights Act of 1991; (iviii) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (viv) the Executive Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (viv) the Immigration Reform Control Act, as amended; (viivi) the Americans with Disabilities Act of 1990, as amended; (viiivii) the National Labor Relations Act, as amended; (ixviii) the Occupational Safety and Health Act, as amended; (xix) the Family and Medical Leave Act of 1993; (xix) any federal, state or local anti-discrimination or anti-retaliation law; (xiixi) any federal, state or local wage and hour law; (xiiixii) any other local, state or federal law, regulation or ordinance; (xivxiii) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvxiv) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters; (xvixv) any and all rights, benefits or claims Executive Xxxxxxx may have under any employment contract (including including, without limitation limitation, the Employment Agreement), incentive compensation plan or equity-based compensation plan with any Company Party or to any ownership interest in any Company Party except as expressly provided in this Agreement or the award agreements evidencing the stock options granted to Xxxxxxx under the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan that are identified on Exhibit A attached hereto (other than with respect to any claims that may first arise or any payments that may be first owed in collectively, the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI"Award Agreements"); and (xvii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement or the Award Agreements (collectively, the “Executive "Released Claims").

Appears in 1 contract

Samples: Separation and Consulting Agreement (Carriage Services Inc)

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive set forth in Sections Section 2 of this Agreement(and any portion thereof), Executive Employee knowingly and voluntarily (for Employee, Employee’s family, and Employee’s heirs, executors, administrators and assigns) hereby releases, discharges releases and forever acquits discharges the Company, its affiliates Zevia LLC (together with the Company, the “Zevia Affiliated Entities”) and their respective pastaffiliates, present predecessors, successors, subsidiaries and future subsidiariesbenefit plans, and the foregoing entities’ respective equity-holders, officers, directors, managers, members, partners, directorsemployees, officers, managers and successors, in their personal and representative capacities, as well as all agents, attorneys, heirs, successors and representatives, in their representative capacitiesand other affiliated persons, as well as all employee and the Company’s and its affiliates’ benefit plans maintained by (and the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators trustees of any such plans, in their 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 or arising out Employee’s ownership of Executiveany interest in any Company Party(other than any rights under the Award Agreements), Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive Employee executes this Agreement, including without limitation (i) any alleged violation through such date time of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Act; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xiA) 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 and the Americans with Disabilities Act of 1990; (xiiB) 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; (xiiiI) any other local, state or federal law, regulation or ordinance; or (xivJ) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersor with respect to a Released Claim; (xviiii) any and all rights, benefits or claims Executive Employee may have under any employment contract (including without limitation the Employment Severance Agreement), incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in rights under the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTIAward Agreements); and (xviiiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 consideration received by Employee pursuant to Section 2, any and all potential claims of this nature that Employee may have against any of 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 (Zevia PBC)

Release of Liability for Claims. (a) For good In consideration of Employee’s receipt of the Severance Benefits (and valuable considerationany portion thereof), including the Company’s agreement to provide the consideration to Executive set forth in Sections 2 of this Agreement, Executive Employee hereby forever releases, discharges and forever acquits the Company, its affiliates Western Pocahontas Properties Limited Partnership, Natural Resource Partners L.P., their respective affiliates, and their each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesinsurers, as well as all employees, agents, attorneys, heirs, predecessors, successors and representatives, representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries the foregoing 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 or arising out of ExecutiveEmployee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date that Executive executes this AgreementSigning Date, including without limitation (i) any alleged violation through such date of: (iA) any federal, state or local anti-discrimination or anti-retaliation law, including the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act; (ii) ), Title VII of the Civil Rights Act of 1964, as amended; (iii) , the Civil Rights Act of 1991; (iv) , 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; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (viC) 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; (ixD) the Occupational Safety and Health Act, as amended; (xE) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiF) any federal, state or local wage and hour law; (xiiiG) any other local, state or federal law, regulation or ordinance; or (xivH) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersin, or with respect to, a Released Claim; (xviiii) any and all rights, benefits or claims Executive Employee may have under any retention, change in control, bonus, long term incentive or severance plan or policy of any Company Party or any retention, change in control, bonus, long term incentive or severance-related agreement that Employee 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 Employee may have under any employment contract (including without limitation the Employment Agreement), incentive equity-based compensation plan or equity-based plan with arrangement (including the LTIP), incentive compensation plan, limited liability company agreements, and any Company Party or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)agreement; and (xviiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). In no event shall the Released Claims include (x) any claim that first arises after the Signing Date (y) any claim to vested benefits under an employee benefit plan governed by ERISA, or (z) any claim arising after the Signing Date under any equity award agreement respecting Employee’s equity ownership in the Company or any other Company Party that survives the Employee’s Separation Date. 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 Benefits, 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: General Release of Claims (Natural Resource Partners Lp)

Release of Liability for Claims. (a) For good and valuable consideration, including the CompanyBurleigh’s agreement to provide receipt of the consideration to Executive set forth in Sections Section 2 of this Agreementabove, Executive Burleigh hereby forever releases, discharges and forever acquits the Company, its affiliates affiliates, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, predecessors, successors and representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Burleigh hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of ExecutiveBurleigh’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive Burleigh executes this Agreement, including whether known or unknown, including, without limitation limitation, (i) any alleged violation through such date of: (iA) any federal, state or local anti-discrimination law or anti-retaliation law, including the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act; (ii) ), Title VII of the Civil Rights Act of 1964, as amended; (iii) , the Civil Rights Act of 1991; (iv) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (viC) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viiiD) the National Labor Relations Act, as amended; (ixE) the Occupational Safety and Health Act, as amended; (xix) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiF) any federal, state or local wage and hour law; (xiiiG) any other local, state or federal law, regulation or ordinance; or (xivH) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersor with respect to a Released Claim; (xviiii) any and all rights, benefits or claims Executive Burleigh may have under any employment contract (including without limitation the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party (including without limitation the STIP, LTIP and the Award Agreements) or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)Party; and (xviiiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 (Midstates Petroleum Company, Inc.)

Release of Liability for Claims. (a) For good In consideration of Employee’s receipt of the Severance Consideration (and valuable considerationany portion thereof), including the Company’s agreement to provide the consideration to Executive set forth in Sections 2 of this Agreement, Executive Employee hereby forever releases, discharges and forever acquits the Company, the Parent its affiliates affiliates, and their each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesinsurers, as well as all employees, agents, attorneys, heirs, predecessors, successors and representatives, representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the any Company or any of its affiliates or subsidiaries 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 or arising out of ExecutiveEmployee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring or existing on or prior to the date that Executive executes this AgreementSigning Date, including without limitation (i) any alleged violation through such date of: (iA) any federal, state or local anti-discrimination or anti-retaliation law, including the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act; (ii) ), Title VII of the Civil Rights Act of 1964, EXHIBIT A as amended; (iii) , the Civil Rights Act of 1991; (iv) , 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; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (viC) 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; (ixD) the Occupational Safety and Health Act, as amended; (xE) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiF) any federal, state or local wage and hour law; (xiiiG) any other local, state or federal law, regulation or ordinance; or (xivH) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersin, or with respect to, a Released Claim; (xviiii) any and all rights, benefits or claims Executive 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 without limitation the Employment Agreement), incentive equity-based compensation plan or equity-based plan with arrangement, incentive compensation plan, limited liability company agreements, and any Company Party or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)agreement; and (xviiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). In no event shall the Released Claims include (x) any claim that first arises after the Signing Date or (y) 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 1 contract

Samples: Employment Agreement (Pacific Drilling S.A.)

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Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive set forth in Sections 2 receipt and sufficiency of this Agreementwhich is hereby acknowledged, Executive hereby forever releases, discharges and forever acquits the Company, its affiliates present and their former subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, predecessors, Exhibit 10.1 successors and representatives, representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Executive hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s employment with any Company Released Party, the termination of such employment, ownership of equity in the Company and any other acts or omissions related to any matter on or prior to the date that Executive executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including without limitation (i) any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Act; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xiA) any federal, state or local anti-discrimination or anti-retaliation law, 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; (xiiB) the Employee Retirement Income Security Act of 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; (xiiiH) the Securities Act of 1933; (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 Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; (xivR) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for defamation, emotional distress, fraud or misrepresentation or fraud of any kind; or (xvS) 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 these mattersin, or with respect to, a Released Claim; (xviiii) any and all rights, benefits benefits, or claims Executive may have under any employment contract (including without limitation the Employment Severance Agreement), incentive or compensation plan or equity-based plan with agreement (including the Plan and the award agreements thereunder, including the 0000 XXX Agreement and 0000 XXX Agreement) or under any Company Party other benefit plan, program or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)practice; and (xviiiv) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 Executive hereunder, any and all potential claims of this nature that Executive may have against any of the Released 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 RELEASED PARTIES.

Appears in 1 contract

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

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide Xxxx’x receipt of the consideration to Executive set forth in Sections Section 2 of this Agreementabove, Executive Xxxx hereby forever releases, discharges and forever acquits the Company, its affiliates affiliates, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, predecessors, successors and representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Xxxx hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s Xxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive Xxxx executes this Agreement, including whether known or unkown, including, without limitation limitation, (i) any alleged violation through such date of: (iA) any federal, state or local anti-discrimination law or anti-retaliation law, including the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act; (ii) ), Title VII of the Civil Rights Act of 1964, as amended; (iii) , the Civil Rights Act of 1991; (iv) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (viC) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viiiD) the National Labor Relations Act, as amended; (ixE) the Occupational Safety and Health Act, as amended; (xix) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiF) any federal, state or local wage and hour law; (xiiiG) any other local, state or federal law, regulation or ordinance; or (xivH) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersor with respect to a Released Claim; (xviiii) any and all rights, benefits or claims Executive Xxxx may have under any employment contract (including without limitation the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party (including without limitation the STIP, LTIP, the Award Agreement and any agreements pertaining to the Incentive Units) or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)Party; and (xviiiv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 (Midstates Petroleum Company, Inc.)

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive Employee set forth in Sections Section 2 of this Agreement, Executive Employee hereby releases, discharges and forever acquits the Company, its affiliates and subsidiaries, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, successors and representatives, in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of ExecutiveEmployee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date that Executive Employee executes this Agreement, including without limitation any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act, as amended (including as amended by the Older Workers Benefit Protection Act); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xii) any federal, state or local wage and hour law; (xiiixiv) any other local, state or federal law, regulation or ordinance; (xivxv) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (xvxvi) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters; (xvixvii) any and all rights, benefits or claims Executive Employee may have under any employment contract (including without limitation the Employment Agreement)contract, incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (other than with respect to any claims the interests that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTIvest pursuant to Section 2(b) above); and (xviixviii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”).

Appears in 1 contract

Samples: Separation Agreement and General Release (Endeavour International Corp)

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration to Executive set forth in Sections 2 receipt and sufficiency of this Agreementwhich is hereby acknowledged, Executive hereby forever releases, discharges and forever acquits the Company, its affiliates present and their former subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, predecessors, successors and representatives, representatives in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Released Parties”), from liability for, and Executive hereby waives, any and all claims, damages, or causes of action of any kind related to or arising out of Executive’s employment with any Company Released Party, the termination of such employment, ownership of equity in the Company and any other acts or omissions related to any matter on or prior to the date time that Executive executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including without limitation (i) any alleged violation through such date of: (iA) the New York Human Rights Law and Connecticut Human Rights and Opportunities Act; (ii) any federal, state or local anti-discrimination or anti- retaliation law, Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) , Sections 1981 through 1988 of Title 42 of the United States Code, as amendedand the Americans with Disabilities Act of 1990; (vB) the Executive Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (viC) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viiiD) the National Labor Relations Act, as amended; (ixE) the Occupational Safety and Health Act, as amended; (xF) the Family and Medical Leave Act of 1993; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xiiG) any federal, state or local wage and hour law; (xiiiH) the Securities Act of 1933; (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 Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law; (P) any applicable state employment and securities laws; (Q) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or (xivR) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for defamation, emotional distress, fraud or misrepresentation or fraud of any kind; (xvii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these mattersin, or with respect to, a Released Claim; (xviiii) any and all rights, benefits benefits, or claims Executive may have under any employment contract (including without limitation the Employment Severance Agreement), incentive or compensation plan or equity-based plan with agreement (including the Equity Plan and the award agreements thereunder) or under any Company Party other benefit plan, program or to any ownership interest in any Company Party (other than with respect to any claims that may first arise or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)practice; and (xviiiv) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”). 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 Executive hereunder, any and all potential claims of this nature that Executive may have against any of the Released 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 RELEASED PARTIES.

Appears in 1 contract

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

Release of Liability for Claims. (a) For good and valuable consideration, including the Company’s 's agreement to provide the consideration to Executive set forth in Sections Section 2 of this Agreement, Executive Xxxx hereby releases, discharges and forever acquits the Company, its affiliates and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers and successorsmanagers, in their personal and representative capacitiesemployees, as well as all agents, attorneys, heirs, successors and representatives, in their personal and representative capacities, capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind that Xxxx has, or could have, whether known or unknown, related to or arising out of Executive’s Xxxx'x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date that Executive Xxxx executes this Agreement, including including, without limitation limitation, any alleged violation through such date of: (i) the New York Human Rights Law and Connecticut Human Rights and Opportunities Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Executive 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; (xixii) any federal, state or local anti-discrimination or anti-retaliation law; (xiixiii) any federal, state or local wage and hour law; (xiiixiv) any other local, state or federal law, regulation or ordinance; (xivxv) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kindclaim; (xvxvi) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these mattersor with respect to a Released Claim (as defined below); (xvixvii) any and all rights, benefits or claims Executive Xxxx may have under any employment contract (including including, without limitation limitation, the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (other than with respect to any claims that may first arise except as expressly provided in this Agreement or any payments that may be first owed in the future in each instance as a result of his ownership, directly or indirectly, of equity in ManageCo or NTI)Specified Award Agreements; and (xviixviii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Executive Released Claims”).

Appears in 1 contract

Samples: Separation and Consulting Agreement and General Release (Carriage Services Inc)

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