Unreleased Claims. Notwithstanding the generality of the foregoing, Executive does not release the following claims:
Unreleased Claims. The parties agree that this Agreement shall not apply to: (a) any claims arising out of any claim by Executive for indemnification that Executive may have against the Company, arising from or related to Executive’s status as an officer or director of the Company whether such rights to indemnification arise from the Company’s Certificate of Incorporation, as amended, Amended and Restated Bylaws or by statute, contract or otherwise, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction; and (b) Executive acknowledges and agrees that nothing in this Agreement shall be construed as prohibiting Executive from challenging the validity of the waiver of ADEA claims under the Older Workers Benefit Protection Act.
Unreleased Claims. You and the Company agree that this Agreement does not release claims or rights that cannot be released as a matter of law, including but not limited to: (i) Claims for the payment of earned but unpaid base salary through the Termination Date; (ii) Claims for the payment of any other vested or accrued amounts to which you are entitled under the express terms of any applicable employee benefit plan or program; (iii) Claims solely in your capacity as an equity holder of the Company; (iv) arising under any indemnification agreement between you and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company; (v) any Claim that may not be waived as a matter of law; and (vi) your right to communicate with, cooperate with, or provide information to or making other disclosures (that are protected under the whistleblower provisions of applicable law or regulation) to any federal, state or local government regulator, including but not limited to, the Equal Employment Opportunity Commission, California Department of Fair Employment, Securities and Exchange Commission, Commodity Futures Trading Commission, and the Department of Justice. Nothing in this Agreement precludes you from entitlement to any monetary recovery awarded by the U.S. Securities and Exchange Commission or any similar federal, state or local agency in connection with any action asserted by such commission or agency. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit you from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation and/or (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to your attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), you will not be held criminally or civil...
Unreleased Claims. Except as set forth on Section 3.6 of Sellers Disclosure Letter and other than the Unreleased Claims, there are (and in the past twelve (12) months there have been) no indemnity obligations or guarantees or similar obligations of Sellers or their respective Affiliates for the benefit of Danube or its Subsidiaries that exceed, individually or in the aggregate, $5,000,000.
Unreleased Claims. Notwithstanding the generality of the foregoing, or anything else to the contrary in this Agreement, the Employee does not release any claims under or otherwise to enforce the terms of this Agreement or that cannot be waived by law, including claims under ERISA for vested benefits or any rights to indemnification and D&O insurance that are otherwise available to him pursuant to the organizational documents, policies, or insurance policies of any member of the Company Group by virtue of his having served as an officer or director EXECUTION VERSION thereof (“Unreleased Claims”). The Employee shall be entitled to continued coverage under the Company’s D&O insurance policies as in effect from time to time for the Company’s directors and officers, including without limitation any tail coverage for former directors and officers. Further, nothing in this Agreement shall prevent the Employee from (i) initiating or causing to be initiated on his behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of his claims under the ADEA (but no other portion of such waiver); or (ii) subject to Section 3(c) above, initiating, cooperating with or participating in an investigation or proceeding conducted by the EEOC or a state fair employment practices agency.
Unreleased Claims. The above-described release does not apply to any claims to enforce the terms of this Settlement Agreement, and nothing in this Settlement Agreement shall be interpreted as a release of any claims for damages on behalf of the Settlement Class. Expressly excluded from this provision are named plaintiffs Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, and CRIL, each of whom do expressly and forever release any and all claims for damages that were or could have been brought in the Lawsuit. Plaintiffs do not release any claims that were not, or could not have been, brought in this Lawsuit.
Unreleased Claims. Nothing in Paragraph 6 hereof shall be deemed to release or discharge any of the following:
Unreleased Claims. Nothing in this Agreement is intended to waive any right you may have to (a) vested retirement benefits, (b) group insurance benefits not yet paid as of your Termination Date, (c) any statutory benefits or right to payment, such as COBRA insurance continuation rights, (d) any right to unemployment compensation or workers compensation benefits, (e) any right to be reimbursed for business expenses in accordance with Company policies, (f) any right to challenge the validity of or enforce the terms of this Agreement, (g) any right to indemnity by the Company in connection with third party claims, (h) any right granted to you in this Agreement, 45426020.2
Unreleased Claims. Nothing in this Release, or in the Separation Agreement, is intended as, or shall be deemed or operate as, a release by the Executive of any (i) claims for applicable payments or rights to options to which the Executive is entitled under Sections 2 and 3 of the Separation Agreement, (ii) claims for vested benefits (e.g., 401(k) benefits), (iii) right that the Executive had immediately prior to her separation of employment to be indemnified by GIG or any Releasee or to coverage under any directors and officers insurance policy and any run-off policy thereto, and (iv) claims Executive may not waive as a matter of law.
Unreleased Claims. Notwithstanding Section 1 above, this Release shall not operate to release any rights or claims of Executive (a) to payment of the compensation and benefits payable under Section 2.2 of the Retirement Agreement, which compensation and benefits (among other good and valuable consideration) are provided in exchange for this Release, (b) to any Claims for indemnification arising under any applicable indemnification obligation of the Company, (c) to any Claims which cannot be waived by an employee under applicable law, such as a claim for workers’ compensation or unemployment compensation, any claims under the Arizona Wages and Healthy Families Act, or a claim concerning Executive’s rights to compensation or benefits under the Tennessee Employment Security Law (d) to any Claims Executive may have solely in Executive’s capacity as a equityholder of the Company, (e) to accrued or vested benefits under any applicable Company employee benefit plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act), or (f) to Executive’s right to file a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health, or Arizona Civil Rights Division (or similar state agency) or participate in any investigation conducted by the Equal Employment Opportunity Commission or Arizona Civil Rights Division (or similar state agency), provided that Executive does not seek or accept any individual monetary award or recovery arising from such charge, but expressly excluding a whistleblower award from the Securities Exchange Commission for information provided to that agency, or other awards or relief that may not lawfully be waived. Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA.
