Common use of Released Claims Clause in Contracts

Released Claims. Released Claims: Employee irrevocably and unconditionally fully and finally releases, acquits and forever discharges all the claims described herein that he/she may now have against the Released Parties listed in Section (b), below, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing any and all claims, demands, actions, causes of action, liabilities, debts, losses, costs, expenses, or proceedings of every kind and nature, whether direct, contingent, or otherwise, known or unknown, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following: Anti-discrimination and retaliation statutes, such as Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasing.

Appears in 4 contracts

Sources: Confidentiality, Non Competition and Non Solicitation Employment Agreement, Severance Agreement (Acuity Brands Inc), Severance Agreement (Acuity Brands Inc)

Released Claims. Released Claims: Employee irrevocably In exchange for and unconditionally fully in consideration of the payments and finally releases, acquits and forever discharges all benefits described in the claims described herein Severance Agreement that he/she may now have against the Released Parties listed in Section (b), below, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after are expressly conditioned on the execution of this Agreement; Release, the Executive, on behalf of himself, his agents, representatives, heirs, devisees, assignees, transferees, administrator, executors and legal representatives, past or present (3) any rights or claims that he/she cannot lawfully release. Subject only to as the exceptions just notedcase may be, Employee is releasing and collectively, the “Releasors”), hereby knowingly, voluntarily, irrevocably and unconditionally releases, discharges, and acquits all of the Released Parties from any and all claims, promises, demands, actionsliabilities, causes of action, liabilitiescontracts, debts, losses, costsdamages, expenses, or proceedings attorneys’ fees and causes of action of every kind and nature, whether directknown and unknown, vested or contingent, or otherwise, whether known or unknownunknown (collectively, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise“Claims”), which he/she now has, the Executive may have had against the Released Parties at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date Executive’s execution of this agreement. Employee understands that General Release (the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines“Execution”), such as, including but not limited toto Claims or rights arising out of, or which might be considered to arise out of or to be connected in any way with: (i) the Executive’s employment with the Company or any of its subsidiaries, parent companies, successors or assigns, or the termination thereof; (ii) any treatment of the Executive by any of the Released Parties in connection with his or her employment or the termination thereof, which shall include, without limitation, any treatment or decisions with respect to hiring, placement, promotion, work hours, discipline, transfer, termination, compensation, performance review or training; (iii) any damages or injury that the Executive may have suffered in connection with his or her employment or the termination thereof, including without limitation, emotional or physical injury, or compensatory damages; (iv) employment discrimination, which shall include, without limitation, any individual or class Claims of discrimination on the basis of age, disability, sex, race, religion, national origin, citizenship status, marital status, sexual preference, or any other basis whatsoever; (v) any Claims arising under, including, without limitation, United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or Claims under the Age Discrimination in Employment Act of 1967, the following: Anti-discrimination and retaliation statutesOlder Workers Benefit Protection Act of 1990, such as violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 18661991, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Americans with Disabilities Act of 20081991, which prohibits discrimination on the basis Employee Retirement Income Security Act of genetic information; 1974 (“ERISA”), the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act, the Family and Medical Leave Act Act, including all amendments to any of 1993, which extends certain rights to leave and reinstatementthe aforementioned acts; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act violations of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting municipal fair employment discrimination statutes or retaliation. Federal employment statuteslaws, such as the WARN Actincluding, which requires that advance notice be given without limitation, violations of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law Claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery; pain and suffering; and punitive or exemplary damages and (v) all such as veterans’ reemployment rights laws. Other lawsother Claims that the Executive could assert against any, such as some, or all of the Released Parties in any forum, accrued or unaccrued, liquidated or contingent, direct or indirect, including under any federal, state, foreign or local laws providing law, ordinance and/or regulation, or pursuant to common law in connection with Executive’s employment or the termination thereof (the “Released Claims”). The payments and other rights of the Executive expressly provided for under the Severance Agreement, as well as any rights that the Executive may have to be indemnified by the Company pursuant to the Company’s Certificate of Incorporation, By-laws, any indemnification agreement entered into by the Executive and the Company or any former parent of the Company, or directors and officers liability insurance policies, any Claims for employee benefits under plans covered by ERISA to the extent any such Claim may not lawfully be waived or for any payments or benefits under any Company plans that have vested according to the terms of those plans, any Claims for payment of amounts payable under any applicable workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right or unemployment compensation law and any Claim that may not lawfully be waived are each excluded from this General Release. The Executive further agrees to terminate employeeswaive any and all rights under the laws of any jurisdiction in the United States, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federalcountry, statethat limit a general release to those Claims that are known or suspected to exist in the Executive’s favor as of the Execution. For the purpose of implementing a full and complete release, the Executive expressly acknowledges and agrees that this General Release releases all Claims existing or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited arising prior to the following (except to Executive signing this General Release which the extent explicitly preserved Executive has or may have against the Released Parties, whether such Released Claims are known or unknown and suspected or unsuspected by Section 2 (a), above, of this Agreement): (i) claims that in the Executive and the Executive forever waives all inquiries and investigations into any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, and all such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingReleased Claims.

Appears in 4 contracts

Sources: Severance Agreement (H&E Equipment Services, Inc.), Severance Agreement (H&E Equipment Services, Inc.), Severance Agreement (H&E Equipment Services, Inc.)

Released Claims. Released Claims: Employee irrevocably In addition to the effect of the Final Judgment entered in accordance with this Settlement Agreement, upon the occurrence of the Effective Date and unconditionally fully and finally releasesin consideration of payment of the Settlement Amount specified in Paragraph 17 of this Settlement Agreement, acquits the Releasees shall be completely released, acquitted, and forever discharges all the claims described herein that he/she may now have against the Released Parties listed in Section (b), below, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing discharged from any and all manner of claims, demands, rights, actions, suits, and causes of action, liabilitieswhether class, debtsindividual, lossesor otherwise in nature, damages whenever incurred, liabilities of any nature whatsoever, including costs, expenses, penalties, injuries, and attorneys’ fees that Releasors, or proceedings any one of every kind and naturethem, whether directdirectly, contingentrepresentatively, derivatively, or otherwisein any other capacity, ever had, now have, or hereafter can, shall, or may have against the Releasees, whether known or unknown, pastrelating in any way to the conduct by Releasees alleged in the Action and any joint and several liability arising from the conduct of any of the Defendants in the Action prior to the Effective Date arising under or relating to any federal or state antitrust laws, presentunfair competition, unfair practices or trade practice laws, civil conspiracy, or futurecommon law or statutory fraud claims, whether such claims are known or unknown, suspected or unsuspected, accrued asserted or unaccruedunasserted, whether in lawforeseen or unforeseen, equityactual or contingent, liquidated or otherwiseunliquidated, regardless of legal theory and whether in contractregardless of the type or amount of relief or damages claimed, warrantyincluding any claims arising out of, tort, strict liability, or otherwise, which he/she now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, way related to any and every matter, thing, or event occurring or failing to occur conduct regardless of where it occurred at any time prior to December 31, 2013, concerning the purchase, pricing, selling, discounting, marketing, manufacturing or distributing of Capacitors in the past up United States or its territories or for delivery in the United States or its territories. The Released Claims also include, but are not limited to, all claims asserted or which could have been asserted in the Action relating to and including or arising out of the date of this agreement. Employee understands that facts, occurrences, transactions, statements, or other matters alleged in the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such asAction including, but not limited to, the following: Anti-discrimination and retaliation statutesclaims arising under federal or state antitrust, such as Title VII of the Civil Rights Act of 1964unfair competition, which prohibits discrimination and harassment based on raceunfair practices, colorprice discrimination, national originunitary pricing, religiontrade practice, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”)or civil conspiracy law, which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; including without limitation the ▇▇▇▇▇▇▇▇-▇▇▇▇Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include15 U.S.C. § 1 et seq., but are not limited to the following (except only to the extent explicitly preserved by Section 2 (a)they concern the purchase, abovepricing, selling, invoicing, discounting, marketing, manufacturing and/or distributing of this Agreement): (i) claims that Capacitors in the United States and its territories or for delivery in the United States and its territories. The Released Claims do not include any way relate to allegations claim for any product defect, breach of alleged discriminationwarranty, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, claim under the Uniform Commercial Code or unused accrued vacation claim for personal or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingbodily injury.

Appears in 2 contracts

Sources: Settlement Agreement (Kemet Corp), Settlement Agreement

Released Claims. Released Claims: Employee irrevocably In consideration of the mutual execution of the Settlement Documents and unconditionally fully the mutual agreement to be legally bound by the terms hereof, in addition to the dismissal of the Pending Litigation, as set forth in the Stipulation of Dismissal and finally the Consent Judgment and Dismissal, Supernus and Actavis make the following releases, acquits which shall be effective upon the grant of the Stipulation of Dismissal and forever discharges all the claims described herein that he/she may now have against Consent Judgment and Dismissal by the Released Parties listed Court in Section (b)the Pending Litigation: Supernus and Actavis, belowwith the intention of binding themselves and their respective predecessors, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just notedsuccessors, Employee is releasing heirs and assigns, directors, officers, employees and representatives, hereby fully, finally and irrevocably release and discharge each other, and their respective predecessors, successors, heirs and assigns, directors, officers, employers and representatives, from any and all claims, demands, actions, causes of action, liabilitiessuits, debts, lossesdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, liabilities, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims, demands, costs, expenses, losses, liens and obligations, whatsoever, in law or proceedings of every kind and natureequity, whether direct, contingent, or otherwise, known or unknown, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, waive any and every matterall defenses, thing, occurring before or event occurring or failing to occur at any time in the past up to and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following: Anti-discrimination and retaliation statutes, such as Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding Effective Date related to an alleged violation of mailthe Litigated Patents, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): solely (i) claims that in any way relate to allegations of alleged discriminationconnection with the Pending Litigation, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment associated with the Company and/or its conclusionActavis ANDA and Actavis Product, such as claims for breach and including Supernus’ assertion of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wagesthe Litigated Patents against Actavis, or unused accrued vacation or sick pay; (iii) in connection with all other claims that were asserted or could have been asserted in the Pending Litigation. For purposes of clarity, nothing herein shall prevent any Party from enforcing the terms of the Settlement Documents; or Supernus from enforcing any patent, including the Litigated Patents against Third Parties; or, notwithstanding the foregoing or anything to the contrary in this Settlement Documents, Actavis from (a) asserting counterclaims or defenses of non-infringement, invalidity, or unenforceability of the Litigated Patents in any way relate proceeding the subject matter of which is not the Actavis Product; (b) filing and/or maintaining Paragraph IV certifications with respect the Actavis ANDA against the Litigated Patents or any other patent owned, licensed to, or subsequently acquired by Supernus that is now or comes to any state law contract or tort causes of actionbe listed in the Orange Book; and (ivc) in the event Supernus or its Affiliates initiate suit against Actavis or its Affiliates alleging that a product other than the Actavis Product infringes the Litigated Patents or any claims other patent owned, licensed to, or subsequently acquired by Supernus that is now or comes to attorneys’ feesbe listed in the Orange Book, costs and/or expenses seeking reexamination, inter partes review, or any other indemnities post-grant review of the Litigated Patent(s) asserted against Actavis or its Affiliates with respect to a product other than the Actavis Product. THE PARTIES ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY NOW KNOW OR BELIEVE TO EXIST WITH RESPECT TO THE RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE PENDING LITIGATION, AND/OR THE SUBJECT MATTER OF THIS SETTLEMENT AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS SETTLEMENT AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS SETTLEMENT AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF THE RELEASED CLAIMS AS SET FORTH IN THIS SECTION ABOVE, THE PARTIES HEREBY ACKNOWLEDGE THAT THE RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS OR CAUSES OF ACTION THAT MIGHT ARISE AS A RESULT OF SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. THE PARTIES ACKNOWLEDGE THAT THEY UNDERSTAND THE SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. THE PARTIES INTEND THAT THE CLAIMS RELEASED BY THEM UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. THE PARTIES ARE AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims Employee is releasingwhich the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor.” THE PARTIES AGREE TO EXPRESSLY WAIVE ANY RIGHTS THEY MAY HAVE UNDER THIS CODE SECTION OR UNDER FEDERAL, STATE OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF A SIMILAR NATURE, AND KNOWINGLY AND VOLUNTARILY WAIVE SUCH UNKNOWN CLAIMS.

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement (Supernus Pharmaceuticals Inc)

Released Claims. Released Claims: Employee In exchange for and in consideration of the payments and benefits described in the Separation Agreement, the Executive, on behalf of himself, his agents, representatives, heirs, devisees, assignees, transferees, and legal representatives, past or present (as the case may be, and collectively the “Releasors”), hereby irrevocably and unconditionally fully and finally releases, discharges, and acquits and forever discharges all the claims described herein that he/she may now have against of the Released Parties listed in Section (b), as defined below, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing from any and all claims, promises, demands, actionsliabilities, causes of action, liabilitiescontracts, debts, losses, costsdamages, expenses, or proceedings attorneys’ fees and causes of action of every kind and nature, whether direct, contingent, or otherwise, known or and unknown, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, the Executive may have had against them at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date Executive’s execution of this agreement. Employee understands that General Release (the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines“Execution”), such as, including but not limited toto causes of action, claims or rights arising out of, or which might be considered to arise out of or to be connected in any way with: (i) the following: Anti-discrimination and retaliation statutes, such as Title VII Executive’s employment with the Company or any of its subsidiaries or the termination thereof; (ii) any treatment of the Civil Rights Act Executive by any of 1964the Released Parties in connection with his employment or the termination thereof, which prohibits discrimination and harassment based on raceshall include, colorwithout limitation, national originany treatment or decisions with respect to hiring, religionplacement, and sex and prohibits retaliationpromotion, work hours, discipline, transfer, termination, compensation, performance review or training; [If (iii) any damages or injury that the Executive is 40+-years-old: may have suffered in connection with his employment or the Age Discrimination in Employment Act termination thereof, including without limitation, emotional or physical injury, or compensatory damages; (“ADEA”)iv) employment discrimination, which prohibits age discrimination in employment]; the Equal Pay Actshall include, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 without limitation, any individual or class claims of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gendersex, race, color, religion, and national origin; and , citizenship status, marital status, sexual preference, or any other federalbasis whatsoever; or (v) all such other claims that the Executive could assert against any, statesome, or local laws prohibiting employment discrimination all of the Released Parties in any forum, accrued or retaliation. Federal employment statutesunaccrued, such as the WARN Actliquidated or contingent, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974direct or indirect, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence including under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, foreign or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employeesordinance and/or regulation, or otherwise regulating employment; pursuant to common law in connection with Executive’s employment or the termination thereof. The payments and other rights of the Executive expressly provided for under the Separation Agreement, as well as any federalrights that the Executive may have to be indemnified by the Company pursuant to the Company’s Certificate of Incorporation, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower By-laws, any other federal, stateindemnification agreement entered into by the Executive and the Company or any former parent of the Company, or local laws providing recourse for alleged wrongful dischargedirectors and officers liability insurance policies, improper garnishment, assignment, or deduction are excluded from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingGeneral Release.

Appears in 1 contract

Sources: Separation and Consulting Agreement (SEACOR Marine Holdings Inc.)

Released Claims. Released Claims: Employee irrevocably (a) Effective as of the Closing, each Company Equityholder (by virtue of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger), on behalf of itself, its successors, assigns, next of kin (if a natural person), agents and Affiliates, hereby fully and unconditionally fully and finally releases, acquits and forever discharges all the claims described herein that he/she may now have against the Released Parties listed in Section each WH Entity, and each of its past, present and future successors, predecessors, assigns, next of kin (bif a natural person), belowadministrators, except that he/she is not releasing executors, employees, agents, partners, members, Subsidiaries, stockholders, parent companies, controlling Persons, other Affiliates (corporate or otherwise), legal representatives and other Representatives, including its past, present and future officers and directors, solely in their capacities as such, and any claim that relates to: past, present and future successors, predecessors, assigns, employees, agents, partners, members, Subsidiaries, stockholders, parent companies, controlling Persons, other Affiliates (1) his/her right to enforce this Agreement; corporate or otherwise), legal representatives and other Representatives, including past, present and future officers and directors of any of the foregoing (2) any rights or claims that arise after together, the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted“Released Parties”), Employee is releasing from any and all manner of actions, causes of actions, rights to any equitable remedy for subordination, claims, debts, obligations, demands, actionsliabilities, damages, costs, losses, expenses (including reasonable attorneys’ and other professional fees and expenses), compensation or other relief or other Losses, whether known or unknown, matured or unmatured, contingent or otherwise, whether in law or equity, arising out of, relating to, accruing from or in connection with, (i) such Company Equityholder’s ownership of shares of Company Capital Stock, Company Options and/or other direct or indirect ownership or equity interests in the Company, including any claims under the Company Stock Option Plan or other governing documents of the Company, (ii) any provision of this Agreement or the Transactions (other than with respect to such Released Party’s respective rights and obligations under this Agreement and the Transaction Documents), (iii) the failure of any drag-along right exercised, or drag-along notice delivered, pursuant to the Voting Agreement to each Company Stockholder that is a party to the Voting Agreement and/or any challenges as to the validity of such right or notice that each such Company Stockholder has or has had against any Released Party or (iv) any and all charges, complaints, claims, causes of action, liabilitiespromises, debtsagreements, lossesrights to payment (clauses (i) through (iv), costscollectively, expenses“Released Claims”). The release in this Section 10.11 is for the benefit of the Released Parties and shall be enforceable by any of them directly against each such Company Equityholder. With respect to such Released Claims, each Company Equityholder hereby expressly waives any and all rights conferred upon him, her or it by any law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the Released Party. Notwithstanding the foregoing, this release shall not be applicable to, and shall not affect, (i) any rights of each Company Equityholder arising out of, relating to or in connection with any obligation of Parent or the Company to any Company Equityholder arising pursuant to any provision of this Agreement or the Transaction Documents to which it is a party or for which it is a third-party beneficiary, or proceedings (ii) any rights of every kind each Company Equityholder with respect to any other indemnification in favor of, or limitation of liability of, or reimbursement of expenses of, a D&O Indemnitee pursuant to the certificate of incorporation and naturebylaws of the Company or any written indemnification agreements, including without limitation, Section 6.6(b) of this Agreement. It is the intention of the parties that this Section 10.11, at the Closing, be effective as a full and final accord and satisfaction, and release of the Released Claims. Accordingly, in furtherance of this intention, to the extent applicable, each Company Equityholder expressly waives any and all rights under Section 1542 of the Civil Code of the State of California (or any similar law, provision or statute of any other jurisdiction or authority) which states in full as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (b) Effective upon the Closing, each of Parent and the Company, on behalf of itself and its past, present or future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (including their past, present or future officers and directors) (collectively, the “Releasors”) hereby irrevocably and unconditionally releases, waives, acquits and forever discharges each Company Equityholder (and each such Company Equityholder’s partners, directors, officers, managers, employees or representatives a “Released Party”) of and from any and all actions, suits, claims, causes of action, damages, accounts, liabilities and obligations (including attorneys’ fees) held by any Releasor, whether direct, contingent, or otherwise, known or unknown, past, present, matured or futureunmatured, suspected or unsuspected, accrued liquidated or unaccruedunliquidated, whether in lawabsolute or contingent, equitydirect or derivative, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following: Anti-discrimination and retaliation statutes, such as Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 arising out of or relating to such Company Equityholder’s ownership of the shares of Company Capital Stock or Company Options or any such Released Party’s service as a manager or officer of the Company in each case of the foregoing relating to any matter, occurrence, action or activity on or prior to the Closing, except for (a)i) any of the foregoing set forth in, abovepursuant to, or arising out of this Agreement): (i) claims that , the other Transaction Documents or the Transactions or any other agreement or document entered into or delivered in any way relate to allegations of alleged discriminationconnection with the Transactions, retaliation or harassment; (ii) claims that with respect to any matter solely between Parent and its Subsidiaries (including the Company) and any of the continuing Employees or Representatives with respect to matters arising in any way relate to Employee’s employment connection with the Company and/or its conclusionemployment, such as claims for breach management or operation of contractthe business of the WH Entities, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate with respect to any state law contract matter arising in the ordinary course of business between a Releasor and a Released Party that is unrelated to any of the Transactions or tort causes of action; and (iv) any claims to attorneys’ feesFraud; provided, costs and/or expenses or other indemnities that (x) the maximum liability of each Company Equityholder with respect to claims Employee is releasingFraud committed by the Company which does not involve any Fraud committed by such Company Equityholder shall be the portion of the Final Merger Consideration actually received by such Company Equityholder and (y) no Company Equityholder shall be liable for the Fraud of any other Company Equityholder.

Appears in 1 contract

Sources: Merger Agreement (Ww International, Inc.)

Released Claims. Released Claims: Employee Except as expressly set forth herein, effective on the Settlement Approval Date, and without further action by any Party, Person, or Entity, for good and valuable consideration provided by each of the PBI Entities, including all of the concessions and consideration set forth in Article II hereof, the adequacy of which is hereby confirmed, the Debtors, the Estates, and any of their respective successors, assigns, winddown estates, liquidating agents, Estate representative(s) appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, and/or any other Persons claiming by, under or through them (collectively, the “Debtor Releasing Parties”) shall be deemed to irrevocably and unconditionally fully and finally releasesunconditionally, acquits fully, finally, and forever discharges all waive, release, acquit, and discharge the claims described herein that he/she may now have against PBI Entities, their Affiliates, and each of their respective successors, assigns, and Representatives (excluding the Debtors) (collectively, the “PBI Released Parties listed in Section (b), below, except that he/she is not releasing any claim that relates to: (1Parties”) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing from any and all Claims or causes of action (whether direct, indirect, or derivative) that any of the Debtor Releasing Parties have against them, including any and all Claims, counterclaims, cross-claims, demands, actions, causes of action, liabilitiesdisputes, suits, costs, debts, lossesliabilities, costsobligations, expensesrights, remedies, defenses, dues, setoffs, recoupments, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions and demands whatsoever, of whatever kind or proceedings of every kind and nature, whether direct, contingent, or otherwise, known or unknown, past, present, or future, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, fixed or contingent, accrued or unaccrued, whether currently existing or arising in the future, based in whole or in any part on acts, omissions, transactions, or transfers occurring on or before the Settlement Approval Date, in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, including, in each case, without limitation, any and all Claims or causes of action for contractual indemnification, contribution, equitable indemnification, reimbursement, subrogation, breach of contract and other similar rights, any and all Claims or causes of action to avoid, invalidate, or recover any transfer of any kind made by any Debtor, or any obligation of any Debtor, including under Chapter 5 of the Bankruptcy Code or other applicable non-bankruptcy law, including any state or foreign law governing fraudulent or otherwise avoidable obligations, transfers, or conveyances, any and all Claims or causes of action under or based on a theory of veil piercing, alter-ego, vicarious liability, predecessor liability, successor liability, mere continuation, domination and control, mere instrumentality, inadequate capitalization, single business enterprise or common enterprise, equitable subordination or recharacterization, and any and all Claims or causes of action which he/she now hasany of the Debtor Releasing Parties have, had, may have had at any time in the pasthave, or may claim to have at against any time of the PBI Released Parties (the “Debtor Released Claims”). The Debtor Releasing Parties hereby agree and covenant not to assert or prosecute, or assist or otherwise aid any other Person or Entity in the future arising assertion or resulting from, or in any matter incidental toprosecution of, any and every matter, thing, Debtor Released Claims against any or event occurring or failing to occur at any time in the past up to and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following: Anti-discrimination and retaliation statutes, such as Title VII all of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingPBI Released Parties.

Appears in 1 contract

Sources: Settlement Agreement (Pitney Bowes Inc /De/)

Released Claims. Released Claims: Employee irrevocably In addition to entry of the Consent Judgment, Collegium and unconditionally fully and finally Teva make the following releases, acquits and forever discharges all which shall be effective upon entry of the claims described herein that he/she may now have against Consent Judgment by the Released Parties listed in Section (b), below, except that he/she is not releasing any claim that relates toCourt: (1a) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just notedTeva for itself and its Affiliates hereby irrevocably releases and discharges Collegium and its Affiliates, Employee is releasing any successors, assigns, directors, officers, employees, agents, suppliers, distributors, and customers from all claims, demands, actions, causes of action, liabilitiesdemands, debtsclaims, lossesdamages, costs, expenses, or proceedings and liabilities of every kind and any nature, whether direct, contingent, or otherwise, known or unknown, pastarising between Teva and/or its Affiliates and any of Collegium and/or its Affiliates from or in connection with the Litigation, presentthe Teva ANDA, and/or the generic products described by the Teva ANDA and accruing or futureoccurring prior to the Effective Date, suspected including, without limitation, all claims, defenses, demands, and/or counterclaims that Teva and/or its Affiliates have asserted or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may could have had at any time asserted in the past, or may have at any time in the future arising or resulting from, Litigation or in any matter incidental toother proceeding that any of the Licensed Patents is somehow invalid, any and every matterunenforceable, thing, or event occurring or failing to occur at any time not properly listed in the past up to Orange Book, and/or not infringed by the filing of the Teva ANDA and/or the sale of the generic products described by the Teva ANDA in the Territory (all of the above collectively, “Teva Released Claims”); (b) Collegium for itself and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutesits Affiliates hereby irrevocably releases and discharges Teva and its Affiliates, regulationssuccessors, other administrative guidanceassigns, directors, officers, employees, agents, suppliers, distributors, and common law doctrines), such as, but not limited to, the following: Anti-discrimination and retaliation statutes, such as Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Act of 2008, which prohibits discrimination on the basis of genetic information; the Family and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which prohibits retaliation against employees who participate in any investigation or proceeding related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, state, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law), restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction customers from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other common law or statutory all causes of action. Examples of released , demands, claims, includedamages, but are not limited and liabilities of any nature, whether known or unknown, arising between Collegium and/or its Affiliates and any of Teva and/or its Affiliates from or in connection with the Litigation, the Teva ANDA, and/or the generic products described by the Teva ANDA and accruing or occurring prior to the following Effective Date, including, without limitation, all claims that Collegium and/or its Affiliates have asserted or could have asserted in the Litigation or in any other proceeding that any of the Licensed Patents is infringed by the Teva ANDA and/or the sale of the generic products described by the Teva ANDA in the Territory (except all of the above collectively, the “Collegium Released Claims”); (c) this Agreement shall constitute a final settlement between the Parties in the Territory in connection with the Litigation and the Teva ANDA, and neither Teva nor its Affiliates shall institute any new challenge or litigation against Collegium and/or its Affiliates with respect to any of the Licensed Patents and the Teva ANDA, or actively assist or cooperate with any Third Party in any challenge or litigation against Collegium or its Affiliates with respect to the Licensed Patents unless so ordered by the Court or compelled by law; (d) Teva shall not allow any attorney, including outside counsel, to disclose or use any work product developed for or on behalf of Teva on or before the Effective Date; (e) no Party shall release any attorney who represented such Party in the Litigation from maintaining the confidentiality of non-public information to which such attorney had access in connection with the Litigation or grant any waivers with respect to such maintenance unless so ordered by the Court or compelled by law; and (f) to the extent explicitly preserved by necessary, Teva shall permit and cooperate with Collegium to enforce the obligations of such attorneys referred to under Sections 6(d) and 6(e). The Collegium Released Claims do not preclude Collegium from asserting infringement of any of the Licensed Patents in any action or proceeding against Teva and/or its Affiliates involving any product other than the Licensed Products. Notwithstanding anything to the contrary in this Section 2 (a), above, of 6 or otherwise in this Agreement): (i) claims that , nothing shall preclude a Teva API Affiliate or Teva Wholesaler Affiliate from contesting the infringement, validity and/or enforceability of the Licensed Patents – or assisting or cooperating with a Third Party to do the same -- in connection with a litigation or administrative proceeding concerning any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with product other than the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingTeva ANDA Products.

Appears in 1 contract

Sources: Settlement Agreement (Collegium Pharmaceutical, Inc)

Released Claims. Released Claims: Employee irrevocably In consideration of the payment by the Company to me of the Severance Pay described in Section 3.a. of the separation agreement between me and Analogic Corporation dated and effective as of January 29, 2008 (the “Separation Agreement”), and in consideration of the Health Benefit and career transition services to be provided at the Company’s expense pursuant to Sections 3.a. and 3.c. of the Separation Agreement, which Severance Pay, Health Benefit and career transition services I acknowledge I would not otherwise be entitled to receive, I, ▇▇▇▇ ▇. Van Adzin, for myself and my heirs, executors, administrators, representatives, successors and assigns, hereby fully, forever, and unconditionally fully release, acquit, and finally releasesdischarge the Company and its subsidiaries, acquits other affiliated entities, predecessors, successors, and forever discharges all assigns, and the claims described herein officers, directors, shareholders, holders of any interest, principals, employees, employee benefit plans (except to the extent that he/she may now have against the Released Parties listed in Section (bSeparation Agreement provides for benefits or rights to be provided to me under any such plans), belowattorneys, except that he/she is not releasing any claim that relates to: fiduciaries, agents and other representatives of or in each of them (1the “Released Parties”) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing and from any and all claims, demandscharges, complaints, actions, causes of action, liabilitiessuits, rights, debts, lossessums of money, agreements, covenants, contracts, promises, omissions, representations, accounts, reckonings, obligations, damages, costs, liabilities, expenses, or proceedings and demands (the previously listed items being sometimes referred to collectively in this Release as “Claims”) of every any kind and naturenature whatsoever, whether directknown, unknown, presently existing, contingent, or otherwiseconditional, known in law or unknownin equity, pastwhich I ever had or now have against the Released Parties, presentfor or by reason of any matter, cause, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in thing whatsoever from the past, or may have at any time in beginning of the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing world to occur at any time in the past up to and including the date of on which I am signing this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutesRelease, regulations, other administrative guidance, and common law doctrines), such asincluding, but not limited to, any and all Claims arising out of my employment at, and/or separation from, the Company (the “Released Claims”), which Released Claims shall include, but not be limited to, any Claims under or in connection with any or all of the following: Anti: i. The Massachusetts Fair Employment Practices Act, which includes Massachusetts General Law, Chapter 15lB, as amended; the Massachusetts Privacy Statute, ▇.▇. ▇. 214, § 1B, as amended; the Massachusetts Wage Payment Statute, ▇.▇. ▇. 149, § 148 et seq., as amended; the Massachusetts Sexual Harassment Statute, ▇.▇. ▇. 214, § 1C, as amended; the Massachusetts Consumer Protection Act, ▇.▇. ▇. 93A, as amended; the Massachusetts Civil Rights Act, ▇.▇. ▇.▇▇, § ▇▇▇ ▇▇▇ § ▇▇▇, as amended; the Massachusetts Equal Rights Act, ▇.▇. ▇. 93, § 102, as amended; and the Massachusetts Workers Compensation Statute, G.L.c. 152; ii. The Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 626 et seq.; iii. The Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; iv. The Employee Retirement Income and Security Act, 29 U.S.C. § 1001, et seq.; v. The Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; vi. Sections 1981 through 1988 of Title 42 of the United States Code, as amended; vii. The Equal Pay Act of 1963, Public Law 88-discrimination 38; viii. The Family and retaliation statutesMedical Leave Act, such as 29 U.S.C. § 2601 et seq.: ix. The National Labor Relations Act, 29 U.S.C. § 151 et seq.; x. The Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; xi. The Rehabilitation Act, 29 USC. § 701 et seq.; xii. Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of as amended by the Civil Rights Act of 18661991, which prohibit discrimination 42 U.S.C. § 2000e et seq.; xiii. The Worker Adjustment and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Retraining Notification Act of 20081988, which prohibits discrimination 29 U.S .C. § 2101 et seq.; xiv. Any other federal, state, or local law, including any attorneys’ fees that could be awarded in connection with these or any other Claims; xv. Any and all common-law Claims under contract, quasi-contract or tort theories, including, but not limited to: A. Breach of contract, breach of an express or implied promise, breach of the implied covenant of good faith and fair dealing, or breach of fiduciary duty; B. lnterference with contractual relations; C. Promissory estoppel, or quantum meruit; D. Breach of employee handbooks, manuals, or other policies; E. Any Claim under or associated with any of the Company’s equity compensation plans or arrangements, including any Claim with respect to any stock options and restricted stock awards, but excluding any Claims with respect to or arising under the provisions of Section 3(f) of the Separation Agreement, and any Claim under or associated with any other employee compensation or benefit plan, including but not limited to the Company’s Severance Plan for Management Employees, but excluding any Claims with respect to or arising under the provisions of Sections 3(a), 3(b), and/or 4(a) of the Separation Agreement; F. Assault or battery; G. Invasion of privacy or disclosure of private or protected personal information; H. False imprisonment; I. Intentional or negligent misrepresentation, or fraud; J. Retaliation, or intentional or negligent infliction of emotional distress; K. Defamation (including all forms of libel, slander, and self-defamation); L. Wrongful discharge, or wrongful discharge in violation of public policy; M. Negligence, including negligent hiring, retention, or supervision; N. Any other Claim based on the basis of genetic information; the Family and Medical Leave Act of 1993any theory, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002whether developed or undeveloped, which prohibits retaliation against employees who participate arising from or related in any investigation way to my employment or proceeding the termination of my employment at the Company, or any other fact or matter occurring prior to my signing this Agreement; O. Any other Claim arising under or related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting human rights, civil rights, wage-hour, pension, labor or employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, staterules, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law)regulations, restricting an employer’s right to terminate employees, or otherwise regulating employmentother public policy; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any and/or P. Any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other Claim arising under common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingequity.

Appears in 1 contract

Sources: Separation Agreement (Analogic Corp)

Released Claims. Released Claims: Employee irrevocably In consideration of the payment by the Company to me of the Severance Pay described in Section 3.a. of that certain separation agreement between me and Analogic Corporation (the “Separation Agreement”), and in consideration of the Health Benefit and career transition services to be provided at the Company’s expense pursuant to Sections 3.a. and 3.d. of the Separation Agreement, which Severance Pay, Health Benefit and career transition services I acknowledge I would not otherwise be entitled to receive, I, ▇▇▇▇▇▇ ▇▇▇▇▇▇, for myself and my heirs, executors, administrators, representatives, successors and assigns, hereby fully, forever, and unconditionally fully release, acquit, and finally releasesdischarge the Company and its subsidiaries, acquits other affiliated entities, predecessors, successors, and forever discharges all assigns, and the claims described herein officers, directors, shareholders, holders of any interest, principals, employees, employee benefit plans (except to the extent that he/she may now have against the Released Parties listed in Section (bSeparation Agreement provides for benefits or rights to be provided to me under any such plans), belowattorneys, except that he/she is not releasing any claim that relates to: fiduciaries, agents and other representatives of or in each of them (1the “Released Parties”) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing and from any and all claims, demandscharges, complaints, actions, causes of action, liabilitiessuits, rights, debts, lossessums of money, agreements, covenants, contracts, promises, omissions, representations, accounts, reckonings, obligations, damages, costs, liabilities, expenses, or proceedings and demands (the previously listed items being sometimes referred to collectively in this Release as “Claims”) of every any kind and naturenature whatsoever, whether directknown, unknown, presently existing, contingent, or otherwiseconditional, known in law or unknownin equity, pastwhich I ever had or now have against the Released Parties, presentfor or by reason of any matter, cause, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in thing whatsoever from the past, or may have at any time in beginning of the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing world to occur at any time in the past up to and including the date of on which I am signing this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutesRelease, regulations, other administrative guidance, and common law doctrines), such asincluding, but not limited to, any and all Claims arising out of my employment at, and/or separation from, the Company (the “Released Claims”), which Released Claims shall include, but not be limited to, any Claims under or in connection with any or all of the following: Anti: i. The Massachusetts Fair Employment Practices Act, which includes Massachusetts General Law, Chapter 15lB, as amended; the Massachusetts Privacy Statute, ▇.▇. ▇. 214, § 1B, as amended; the Massachusetts Wage Payment Statute, ▇.▇. ▇. 149, § 148 et seq., as amended; the Massachusetts Sexual Harassment Statute, ▇.▇. ▇. 214, § 1C, as amended; the Massachusetts Consumer Protection Act, ▇.▇. ▇. 93A, as amended; the Massachusetts Civil Rights Act, ▇.▇. ▇.▇▇, § ▇▇▇ ▇▇▇ § ▇▇▇, as amended; the Massachusetts Equal Rights Act, ▇.▇. ▇. 93, § 102, as amended; and the Massachusetts Workers Compensation Statute, G.L.c. 152; ii. The Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 626 et seq.; iii. The Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; iv. The Employee Retirement Income and Security Act, 29 U.S.C. § 1001, et seq.; v. The Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; vi. Sections 1981 through 1988 of Title 42 of the United States Code, as amended; vii. The Equal Pay Act of 1963, Public Law 88-discrimination 38; viii. The Family and retaliation statutesMedical Leave Act, such as 29 U.S.C. § 2601 et seq.: ix. The National Labor Relations Act, 29 U.S.C. § 151 et seq.; x. The Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; xi. The Rehabilitation Act, 29 USC. § 701 et seq.; xii. Title VII of the Civil Rights Act of 1964, which prohibits discrimination and harassment based on race, color, national origin, religion, and sex and prohibits retaliation; [If Executive is 40+-years-old: the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment]; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; Sections 1981 and 1983 of as amended by the Civil Rights Act of 18661991, which prohibit discrimination 42 U.S.C. § 2000e et seq.; xiii. The Worker Adjustment and harassment on the basis of race, color, national origin, religion or sex; the Genetic Information Nondiscrimination Retraining Notification Act of 20081988, which prohibits discrimination on 29 U.S .C. § 2101 et seq.; xiv. Section 806 of the basis of genetic information; the Family Corporate and Medical Leave Act of 1993, which extends certain rights to leave and reinstatement; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Criminal Fraud Accountability Act of 2002, which prohibits retaliation against employees who participate 18 U.S.C. 1514(A), xv. Any other federal, state, or local law, including any attorneys’ fees that could be awarded in connection with these or any other Claims; xvi. Any and all common-law Claims under contract, quasi-contract or tort theories, including, but not limited to: A. Breach of contract, breach of an express or implied promise, breach of the implied covenant of good faith and fair dealing, or breach of fiduciary duty; B. lnterference with contractual relations; C. Promissory estoppel, or quantum meruit; D. Breach of employee handbooks, manuals, or other policies; E. Any Claim under or associated with any of the Company’s equity compensation plans or arrangements, including any Claim with respect to any stock options and restricted stock awards, but excluding any Claims with respect to or arising under the provisions of Section 3(e) of the Separation Agreement, and any Claim under or associated with any other employee compensation or benefit plan, including but not limited to the Company’s Severance Plan for Management Employees, but excluding any Claims with respect to or arising under the provisions of Sections 3(a), 3(b), and/or 4(a) of the Separation Agreement; F. Assault or battery; G. Invasion of privacy or disclosure of private or protected personal information; H. False imprisonment; I. Intentional or negligent misrepresentation, or fraud; J. Retaliation, or intentional or negligent infliction of emotional distress; K. Defamation (including all forms of libel, slander, and self-defamation); L. Wrongful discharge, or wrongful discharge in violation of public policy; M. Negligence, including negligent hiring, retention, or supervision; N. Any other Claim based on any theory, whether developed or undeveloped, arising from or related in any investigation way to my employment or proceeding the termination of my employment at the Company, or any other fact or matter occurring prior to my signing this Agreement; O. Any other Claim arising under or related to an alleged violation of mail, wire, bank, or securities laws; Georgia anti-discrimination statutes, which prohibit retaliation and discrimination on the basis of age, disability, gender, race, color, religion, and national origin; and any other federal, state, or local laws prohibiting human rights, civil rights, wage-hour, pension, labor or employment discrimination or retaliation. Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws. Other laws, such as any federal, staterules, or local laws providing workers’ compensation benefits (except as otherwise prohibited by law)regulations, restricting an employer’s right to terminate employees, or otherwise regulating employmentother public policy; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any state and federal whistleblower laws, any and/or P. Any other federal, state, or local laws providing recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, tort, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, abusive litigation, and similar or related claims, willful or negligent infliction of emotional harm, libel, slander, defamation and/or any other Claim arising under common law or statutory causes of action. Examples of released claims, include, but are not limited to the following (except to the extent explicitly preserved by Section 2 (a), above, of this Agreement): (i) claims that in any way relate to allegations of alleged discrimination, retaliation or harassment; (ii) claims that in any way relate to Employee’s employment with the Company and/or its conclusion, such as claims for breach of contract, compensation, overtime wages, benefits, promotions, upgrades, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (iii) claims that in any way relate to any state law contract or tort causes of action; and (iv) any claims to attorneys’ fees, costs and/or expenses or other indemnities with respect to claims Employee is releasingequity.

Appears in 1 contract

Sources: Separation Agreement (Analogic Corp)