Common use of Waiver and General Release Clause in Contracts

Waiver and General Release. The payments and promises of Versant set forth in this Agreement are being paid and made by Versant in full satisfaction of all accrued salary, vacation pay, bonus pay, profit-sharing, stock options, termination benefits or other compensation to which you may be entitled by virtue of your employment with Versant or your separation from and termination of employment with Versant. In consideration of Versant’s agreements under this Agreement, you hereby irrevocably release and discharge Versant, its successors and assigns, subsidiaries, affiliates, and the past and present employees, officers, directors, shareholders, agents, attorneys and representatives of Versant and its subsidiaries and affiliates (Versant, together with its successors, assigns, subsidiaries, affiliates, and such past and present employees, officers, directors, shareholders, agents, attorneys and representatives being collectively referred to as the “Releasees”) from all claims, liabilities, demands and causes of action known or unknown, fixed or contingent, which you have or may hereafter have arising out of or in any way connected with your employment or other relationship with Versant, or the termination of your employment with Versant; provided, however, that notwithstanding the foregoing, the foregoing release and discharge will not release or discharge Versant from: (i) any of its unperformed express obligations to you under this Agreement; (ii) Versant’s obligations with respect to your Versant options as provided in Section 3 of this Agreement; or (iii) any rights you may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Date. The claims you are releasing under the foregoing release include, but are not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act, the California Family Rights Act, the Americans With Disabilities Act, the Equal Pay Act of 1963, and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act.

Appears in 2 contracts

Samples: Letter Agreement Confirms the Agreement (Versant Corp), Letter Agreement Confirms the Agreement (Versant Corp)

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Waiver and General Release. The payments For valuable consideration, the adequacy of which is hereby acknowledged, Employee hereby forever settles, releases, compromises, reaches accord and promises satisfaction, waives, remises, discharges, and acquits the Company and its parents, affiliates and subsidiaries (including all of Versant set forth in this Agreement are being paid and made by Versant in full satisfaction of all accrued salary, vacation pay, bonus pay, profit-sharing, stock options, termination benefits or other compensation to which you may be entitled by virtue of your employment with Versant or your separation from and termination of employment with Versant. In consideration of Versant’s agreements under this Agreement, you hereby irrevocably release and discharge Versant, its their respective successors and assignsassigns thereof) and all of their respective past, subsidiariespresent and future members, affiliatesshareholders, and the past and present employees, officers, directors, shareholders, agents, attorneys predecessors, administrators, representatives, attorneys, insurers and representatives of Versant and its subsidiaries and affiliates employee benefit plans (Versantcollectively, together with its successors, assigns, subsidiaries, affiliates, and such past and present employees, officers, directors, shareholders, agents, attorneys and representatives being collectively referred to as the “ReleaseesReleased Parties) ), from any and all legal claims, liabilities, demands and suits, causes of action (whether before a court or an administrative agency), damages, costs, attorney fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, fixed liquidated or unliquidated, absolute or contingent, which you have or may hereafter have arising out of at law or in equity, which were or could have been filed with any way connected with your employment or other relationship with Versantfederal, state, or the termination of your local court, agency, arbitrator or any other entity, whether based directly or indirectly on Employee’s employment with Versant; provided, however, that notwithstanding or separation from the foregoing, Company or any other position Employee held with the foregoing release Company or arising from any other known or unknown dispute between Employee and discharge will not release or discharge Versant from: (i) any the Company as of its unperformed express obligations to you under the date Employee signs this Agreement; (ii) Versant’s obligations with respect to your Versant options as provided in Section 3 of . Employee acknowledges that this Agreement; or (iii) any rights you may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Date. The claims you are releasing under the foregoing general release includespecifically includes, but are is not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Acts of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the Family and Medical Leave Act; the whistleblower provision of the Section 11(c) of the Occupational Safety and Health Act, as amended, 29 U.S.C. §660(c); the California National Labor Relations Act; the Federal False Claims Act and related state acts; the Sarbanes Oxley Act; the Fair Employment and Housing Act, ; the California Family Rights Dxxx Xxxxx Act; the Georgia Equal Pay Act, the Americans With Disabilities Act, the Equal Pay Act Georgia Prohibition of 1963, and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act Act, and the Georgia Equal Employment for People with Disabilities Code, all as amended; and any other federal, state or Older Workers Benefit Protection Actlocal laws or regulations prohibiting employment discrimination or protecting employee rights, as well as claims for other tortious or unlawful conduct, up to the date of the execution of this Agreement. This Agreement shall not waive or release any rights or claims that cannot be waived or released as a matter of law. Employee fully understands and agrees that this Agreement may be pled by the Released Parties as a complete defense to any claim or entitlement which may be hereafter asserted by him or on his behalf in any suit, claim, or grievance proceeding against the Released Parties, for or on account of any matters or things up to and including the present time of execution hereof. Employee agrees and understands that any claims he may have under the aforementioned statutes, or any other federal, state or local law ordinance, rule or regulation are effectively waived and released by this Agreement. Employee represents that he knows of no claim that he has that has not been released by this Section. Employee further represents that he is not aware of any Company officer, director, member, shareholder, or employee violating Company policies and/or the law. Employee acknowledges and understands that this Section is intended to prevent him from making any claim against any of the Released Parties regarding any matter or incident relating to or arising out of his employment that occurs up to the date Employee executes this Agreement. Employee hereby covenants and agrees not to file, commence or initiate any suits, grievances, demands or causes of action against any of the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this Agreement. If Employee breaches this covenant not to sxx, he hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Released Parties in defending against such suits, grievances, demands or causes of action, together with such other and further damages as may result, directly or indirectly, from that breach. Moreover, Employee agrees that he will not persuade or instruct any person to file a suit, grievance, demand or cause of action with any state or federal court or administrative agency against any of the Released Parties.

Appears in 2 contracts

Samples: Severance Agreement and General Release (CCUR Holdings, Inc.), Severance Agreement and General Release (CCUR Holdings, Inc.)

Waiver and General Release. The payments and promises With the exception of Versant set forth in any claims, causes of action or rights which arise from the express terms of this Agreement are being paid and made by Versant in full satisfaction of all accrued salaryany Exhibit or Schedule hereto, vacation paythe Selling Stockholders each hereby absolutely and forever discharge and release Hansxx'x, bonus pay, profit-sharing, stock options, termination benefits or other compensation to which you may be entitled by virtue of your employment with Versant or your separation from Xxesh Juice and termination of employment with Versant. In consideration of Versant’s agreements under this Agreement, you hereby irrevocably release and discharge Versant, its successors and assigns, subsidiaries, affiliatesMerger Sub, and the past and present employees, their respective officers, directors, shareholders, agents, attorneys and representatives of Versant and its subsidiaries and affiliates (Versant, together with its successors, assigns, subsidiariescollectively, affiliatesthe "Released Parties"), from any and such past and present employeesall manners of obligation, officers, directors, shareholders, agents, attorneys and representatives being collectively referred to as the “Releasees”) from all claimsdebt, liabilities, demands and covenants, actions, contracts, agreements, torts, undertakings, damages, accounts, causes of action and clams of every kind and nature whatsoever, whether known or unknown, fixed or contingentto the fullest extent permitted by law (collectively "Claims"), which you any of the Selling Stockholders have or may hereafter have arising out or allege against any of or in the Released Parties by reason of any way connected with your employment or other relationship with Versantmatter, cause, or thing existing or arising on or before the termination date hereof, other than Claims for which the Selling Stockholders are entitled to indemnification as officers or directors of your employment with Versant; provided, however, that notwithstanding the foregoing, the foregoing release and discharge will not release or discharge Versant from: (i) any of its unperformed express obligations the Released Parties, if applicable. 28 30 This Release, notwithstanding Section 1542 of the California Civil Code, which provides A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR will be a full settlement of said Claims. It is understood and agreed that this Release is a full and final release of all Claims and that this Release extinguishes Claims that are known, unknown, foreseen or unforeseen other than Claims for which the Selling Stockholders are entitled to you under this Agreement; (ii) Versant’s obligations with respect to your Versant options indemnification as provided in Section 3 officers or directors of any of the Released Parties, if applicable. The parties hereto understand and acknowledge the significance and consequence of this Agreement; specific waiver of Section 1542 and hereby assume full responsibility for any injuries, damages, losses or (iii) any rights you liability that each of them hereafter may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Dateincur. The claims you are releasing under the foregoing release include, but are not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act, the California Family Rights Act, the Americans With Disabilities Act, the Equal Pay Act of 1963, and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act.10.21

Appears in 1 contract

Samples: Merger Agreement (Fresh Juice Co Inc)

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Waiver and General Release. The payments and promises of Versant set forth in this Agreement are being paid and made by Versant in full satisfaction of all accrued salary, vacation pay, bonus pay, profit-sharing, stock options, termination benefits or other compensation to which you may be entitled by virtue of your employment with Versant or your separation from Versant and termination of employment with Versant. In consideration of Versant’s agreements under this Agreement, you hereby irrevocably release and discharge Versant, its successors and assigns, subsidiaries, affiliates, and the past and present employees, officers, directors, shareholdersstockholders, agents, attorneys and representatives of Versant and its subsidiaries and affiliates (Versant, together with its successors, assigns, subsidiaries, affiliates, and such past and present employees, officers, directors, shareholdersstockholders, agents, attorneys and representatives being collectively referred to as the “Releasees”) from all claims, liabilities, demands and causes of action known or unknown, fixed or contingent, which you have or may hereafter have arising out of or in any way connected with your employment or other relationship with Versant, or the termination of your employment with Versant; provided, however, that notwithstanding the foregoing, the foregoing release and discharge will not release or discharge Versant from: (i) from any of its unperformed express obligations to you under this Agreement; (ii) Versant’s obligations with respect to your Versant options as provided in Section 3 of this Agreement; Agreement or (iii) from any rights you may have to indemnification or advancement of expenses from Versant under Versant’s bylaws or under any written indemnity agreement entered into by you and Versant that is in effect on the Separation Datesubsequent misconduct. The claims you are releasing under the foregoing release include, but are not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act, the California Family Rights Act, the Americans With Disabilities Act, the Equal Pay Act of 1963, and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act.

Appears in 1 contract

Samples: Letter Agreement (Versant Corp)

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