Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 5 contracts
Samples: Separation Benefit Agreement, Separation Benefit Agreement (SiteOne Landscape Supply, Inc.), Separation Benefit Agreement (SiteOne Landscape Supply, Inc.)
Waiver of Claims. In consideration of the payments Each Seller for himself and benefits to which you are entitled under the Separation Benefit Agreementhis heirs, dated as of [●]executors, to which you administrators, attorneys and SiteOne Landscape Supply LLC (the “Company”) assigns, hereby releases and SiteOne Landscape Supplyacknowledges full accord, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)satisfaction, you hereby waive discharge and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatessettlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits Es3 and any of the respective past and its present or former officers, directors, shareholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the "Es3 Released Parties") of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto, which he may have or claim to have against any Releasee includingEs3 Released Parties. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against Es3 Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII fees, salary, expense reimbursements, commissions, stock, options or warrants for stock, success fees, insurance or other benefits, or any other form of remuneration, compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the attachments and schedules hereto, which relate in any way to Es3. This release shall extend to all claims, known and unknown. Each Seller is aware of, and specifically waives the provisions of Section 1542 of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any Code of the Releasees involving any matter occurring State of California, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the pasttime of executing the release, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.if known by him must have materially affected his settlement with the debtor"
Appears in 4 contracts
Samples: Exchange Agreement (National Healthcare Technology Inc), Exchange Agreement (National Healthcare Technology Inc), Exchange Agreement (National Healthcare Technology Inc)
Waiver of Claims. In consideration of the The payments and agreements set forth in this Agreement fully satisfy any and all accrued salary, vacation pay, bonus pay, profit-sharing, termination benefits or other compensation to which you are may be entitled under by virtue of your employment with the Separation Benefit Agreement, dated as Company or your termination of [●], to which employment. You acknowledge that you have no claims and SiteOne Landscape Supply LLC (have not filed any claims against the “Company based on your employment with or the separation of your employment with the Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you . You hereby waive and release and forever discharge Parent, the Company, Xxxxxxxits successors, Dubilier & Rice, LLC (“CD&R”) subsidiaries and its affiliated investment funds, Deere & Company, their respective affiliates, current and all of the respective past and present former officers, directors, employees, agents, representatives, stockholders, members agents and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), employees from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and had, now have against any Releasee including, but not limited to, claims and causes of action or may claim to have had arising out of or relating in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment with the Company including, without limitation, claims based on any oral or claim to written employment agreement, claims for wages, bonuses, expense reimbursement, and any hireclaims that the terms of your employment with the Company, rehire or future employment the circumstances of your separation, were wrongful, in breach of any kind by Parent obligation of the Company or in violation of any of its subsidiariesyour rights, all to the extent allowed by applicable lawcontractual, statutory or otherwise. This release of claims includesSuch rights include, but is are not limited to, claims based on express or implied contract, compensation plans, covenants of good faith your rights under the following Federal and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, statutes: the Employee Retirement Income Security Act (ERISA) (Pension and employee benefits); the Federal Railroad Safety Act (45 U.S.C. Section 421 et. seq.); the Occupational Safety and Health Act (safety matters); the Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining Act (“ERISAWARN”)) (notification requirements for employers who are curtailing or closing an operation) and Federal Common Law; tort; wrongful discharge; workers’ compensation retaliation; tortious interference with contractual relations, misrepresentation, fraud, loss of consortium; slander, liable, defamation, intentional or negligent infliction of emotional distress; claims for bonuses or fringe benefits; vacation pay; sick pay; insurance reimbursement, medical expenses, and the Xxxxxxxx-Xxxxx Act of 2002like. You understand that this release expressly waive any benefits of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any Section 1542 of the Releasees involving any matter occurring in Civil Code of the pastState of California, or involving or based upon any claimswhich 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, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Appears in 3 contracts
Samples: Separation Agreement (Intuit Inc), Separation Agreement (Intuit Inc), Separation Terms and Release Agreement (Intuit Inc)
Waiver of Claims. In consideration Each of the payments Borrower and benefits to which you are entitled under the Separation Benefit AgreementHoldings acknowledges and agrees that, dated as of [●]the date hereof: (a) none of the Borrower, Holdings, or, to which you and SiteOne Landscape Supply LLC the knowledge of the Borrower, any of their Subsidiaries or Affiliates has any claim or cause of action against any of the Lenders or the Administrative Agent, the Arranger, the Syndication Agent or the Co-Documentation Agents (collectively, the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit AgreementAgents”), you or any of their directors, officers, employees, attorneys or agents; (b) none of the Borrower, Holdings or, to the knowledge of the Borrower, any of their Subsidiaries or Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Lenders or the Agents; and (c) each of the Lenders and the Agents has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower, Holdings and, to the knowledge of the Borrower, each of their Subsidiaries and Affiliates. The Lenders and the Agents wish (and the Borrower and Holdings agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the rights, interests, contracts, collateral security or remedies of the Lenders or the Agents. Therefore, each of the Borrower and Holdings on its own behalf and on behalf of each of its respective successors and assigns, hereby waive waives, releases and release discharges the Lenders and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, Agents and all of the respective past and present their directors, officers, directors, employees, attorneys and agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known actions or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action existing as of the date of this Amendment and arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all relating to the extent allowed by applicable law. This release of claims includesLoan Documents and any documents, but is not limited toinstruments, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, agreements (including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”this Amendment), dealings or equivalent state WARN actother matters connected with the Loan Documents, the Employee Retirement Income Security Act (“ERISA”)including, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of without limitation, all known and unknown claims through matters, claims, transactions or things occurring on or prior to the date on which of this release of claims becomes irrevocable (Amendment related to the “Effective Release Date”)Loan Documents. You further agreeThe waivers, promisereleases, and covenant that, discharges in this paragraph shall be effective regardless of any other event that may occur or not occur prior to or on the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsdate hereof.
Appears in 3 contracts
Samples: Credit Agreement (Merisant Co), Credit Agreement (Merisant Co), Credit Agreement (Merisant Worldwide, Inc.)
Waiver of Claims. In consideration of the payments Each Seller for himself and benefits to which you are entitled under the Separation Benefit Agreementhis heirs, dated as of [●]executors, to which you administrators, attorneys and SiteOne Landscape Supply LLC (the “Company”) assigns, hereby releases and SiteOne Landscape Supplyacknowledges full accord, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)satisfaction, you hereby waive discharge and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatessettlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits EntertainmentXpress and any of the respective past and its present or former officers, directors, stockholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the “EntertainmentXpress Released Parties”) of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto, which he may have or claim to have against any Releasee includingEntertainmentXpress Released Parties, except for accrued wages for current employees. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against EntertainmentXpress Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII fees, salary, expense reimbursements, commissions, stock, options or warrants for stock, success fees, insurance or other benefits, or any other form of remuneration, compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the attachments and schedules hereto, which relate in any way to EntertainmentXpress. This release shall extend to all claims, known and unknown. Each Seller is aware of, and specifically waives the provisions of Section 1542 of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any Code of the Releasees involving any matter occurring State of California, which states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the pasttime of executing the release, which if known by him or involving her must have materially affected his or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.her settlement with the debtor”
Appears in 2 contracts
Samples: Exchange Agreement (Public Media Works Inc), Exchange Agreement (Public Media Works Inc)
Waiver of Claims. In consideration of the payments I realize that there are various local, state, and benefits federal laws, both statutory and common law, that may apply and/or relate to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, my employment with the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including. Such laws include, but are not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the Civil Rights United States Code, the Employee Retirement Income Security Act of 19911974, the Immigration Reform and Control Act, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment ActAct of 1967, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAct, the Employee Retirement Income Security Fair Credit Reporting Act, the Family and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act (“ERISA”)of 2008, and the Xxxxxxxx-Xxxxx Texas Commission on Human Rights Act (a/k/a Chapter 21 of 2002the Texas Labor Code). You By signing this Release, I, on behalf of myself and anyone who may have the legal right to make claims on my behalf, release the Company, and its respective directors, officers, representatives, agents and employees, and any of the Company’s successors or predecessors, affiliates, or parent, subsidiary and related companies (collectively referred to as “Releasees”) from any and all claims, known or unknown, including claims for attorneys’ fees and costs, which relate to, or arise out of, my employment or separation from the Company, including any alleged violations of the laws listed above in this Paragraph 1. I understand that, subject to the limitations set forth in Paragraph 2 below, I am giving up all statutory, common law or contract claims and rights, including those that I am not currently aware of and those not mentioned in this release of claims includes a release of all known Release, up to and unknown claims through the date on which that I sign and deliver this release of claims becomes irrevocable (Release to the “Effective Release Date”)Company. You further agreeIf any claim is not subject to release, promise, and covenant thatI waive, to the maximum extent permitted by law, neither you, nor any person, organization, right or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit ability to be fileda class or collective action representative or to opt-in and/or otherwise participate in any putative or certified class, charged, collective or claimed, multi-party action or proceeding based on such a claim in which the Company or any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring Releasee identified in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsRelease is a party.
Appears in 2 contracts
Samples: Retirement Agreement (HF Sinclair Corp), Consulting Agreement (HollyFrontier Corp)
Waiver of Claims. In exchange for the above-described consideration from the Company and other valuable consideration, the receipt and sufficiency of the payments which is hereby again acknowledged, Employee, for Employee’s self and benefits to which you are entitled under the Separation Benefit AgreementEmployee’s administrators, dated as of [●]attorneys, to which you beneficiaries, and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)does hereby waive, you hereby waive and release and forever discharge Parentall claims, demands, rights, remedies and causes of action Employee may have against the CompanyCompany and any related entities, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, as well as their respective affiliates, and all of the respective past and present officersowners, stockholders, partners, predecessors, successors, assigns, directors, officers, members, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively attorneys (collectively, the “ReleaseesReleased Parties”), from relating in any way to his employment or termination of employment with the Company. By this release, Employee expressly waives and opts out of all existing claims, charges, complaints, liens, demands, claims and causes of action, obligationswhether asserted by Employee or others on an individual or class action basis, damages and liabilities, known or unknown, suspected or unsuspectedagainst the Released Parties, whether based in contract (express or not mature implied), any covenant of good faith and fair dealing (express or ripeimplied), that you ever had tort (whether intentional, negligent or otherwise, including claims arising out of the negligence or gross negligence of any person released in this Release Agreement), and now have against any Releasee federal, state or other governmental statute regulation or ordinance, or other basis including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federalthe Texas Commission on Human Rights Act, statethe Fair Labor Standards Act, the Family and local lawsMedical Leave Act (FMLA), regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities ActAct (ADA), the Age Discrimination in and Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”)ADEA) and/or any other federal or state statute that may give Employee an alleged cause of action against any of the Released Parties for any form of wrongful discharge, employment discrimination, or equivalent state WARN actany other action related to Employee’s employment or termination of employment with the Company. Employee understands that by signing this Agreement he is not releasing the right to enforce the terms of this Agreement or the Option Agreement, nor is he waiving any claims or rights that cannot be waived by law, including the right to file an administrative charge of discrimination or unfair labor practice charge. Employee further understands that nothing in this Agreement, including the confidentiality provisions and the non-disparagement provisions prevents Employee from filing a charge with the Equal Employment Opportunity Commission or the Securities and Exchange Commission or from participating in investigations by either entity. However, Employee understands that this Agreement does prohibit Employee from obtaining any personal or monetary relief for himself in any such action or lawsuit arising from such charges or investigations, including, but not limited to, back pay, front pay or reinstatement. Employee further agrees that if any person, organization or other entity should bring a claim against the Released Parties involving any matter covered by this Agreement, Employee will not accept any personal relief in such action, including, but not limited to, damages, attorneys’ fees, costs and all other legal or equitable relief. Notwithstanding the foregoing, Employee understands that Employee will not give up his right to any benefits to which he is entitled under any retirement plan of the Company or its subsidiaries or affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act (“ERISA”)of 1974, as amended, or his right to any monetary award or recovery offered by the SEC pursuant to Section 21F of the Securities Exchange Act of 1934 or under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 2 contracts
Samples: Confidential Transition and Release Agreement (YETI Holdings, Inc.), Confidential Transition and Release Agreement (YETI Holdings, Inc.)
Waiver of Claims. In consideration of the payments payment to the undersigned of its pro rata portion of the merger consideration pursuant to Section 1.5 of that certain Agreement and benefits to which you are entitled under the Separation Benefit Agreement, Plan of Merger and Reorganization dated as of [●]April 9, to which you 2007 (the “Merger Agreement”), by and SiteOne Landscape Supply LLC among Entropic Communications, Inc., a Delaware corporation (“Parent”), Raptor Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, RF Magic, Inc., a Delaware corporation (the “Company”) ); and SiteOne Landscape Supplythe Stockholders’ Representative, Inc. the undersigned hereby furnishes to Parent the following release and waiver (“Parent”) are parties (the “Separation Benefit AgreementRelease and Waiver”). Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement. The undersigned hereby releases and discharges, you hereby waive and release and forever discharge Parenteffective as of the Effective Time, (i) the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”ii) and its affiliated investment funds, Deere & the Company, their respective affiliates, and all of the respective past and present ’s officers, directors, employees, stockholders, partners, agents, representativesattorneys, stockholderspredecessors, members successors, affiliates and partners assigns, (iii) the heirs, executors, administrators and successors of the foregoing each persons named in his, her or its capacity as such, clauses (i) and each of them, separately and collectively (ii) (collectively, the “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of actionactions, obligationssuits, damages controversies, damages, claims and liabilitiesdemands, both at law and in equity, whether known or unknown, suspected which the undersigned, or unsuspectedany successor or assign of the undersigned, whether or not mature or ripenow has, that you has ever had and now or may hereafter have against the Releasees, or any Releasee includingof them, but not limited to, claims and causes arising contemporaneously with or before the Effective Time or on account of action or arising out of any matter, cause or event occurring contemporaneously with or before the Effective Time; provided, however, that nothing contained in this Release and Waiver shall operate to release any obligations or liabilities of any Releasee, as applicable, arising under the Merger Agreement or any exhibits or schedules attached thereto. This Release and Waiver, together with the Merger Agreement and all exhibits and schedules thereto, constitute the complete, final and exclusive embodiment of the entire agreement between the Parent and the undersigned with regard to the subject matter hereof. The undersigned is not relying on any promise or representation by the Parent that is not expressly stated herein or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent the Merger Agreement or any exhibit or schedule thereto. This Release and Waiver may only be modified by a writing signed by both the undersigned and a duly authorized officer of its subsidiariesthe Parent. Date: By: EXHIBIT P PERSONS SIGNING RELEASES In accordance with Item 601 of Regulation S-K, the Registrant has omitted this exhibit containing certain signatory information. The Registrant agrees to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment furnish supplementally a copy of any kind by Parent or any of its subsidiaries, all omitted materials to the extent allowed Securities and Exchange Commission upon request. EXHIBIT Q COMPANY COUNSEL LEGAL OPINION In accordance with Item 601 of Regulation S-K, the Registrant has omitted this exhibit containing the legal opinion rendered by applicable lawthe respective party’s counsel. This release The Registrant agrees to furnish supplementally a copy of claims includesany omitted materials to the Securities and Exchange Commission upon request. EXHIBIT R PARENT COUNSEL LEGAL OPINION In accordance with Item 601 of Regulation S-K, but is not limited tothe Registrant has omitted this exhibit containing the legal opinion rendered by the respective party’s counsel. The Registrant agrees to furnish supplementally a copy of any omitted materials to the Securities and Exchange Commission upon request. EXHIBIT S COMPANY DISCLOSURE SCHEDULE In accordance with Item 601 of Regulation S-K, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII the Registrant has omitted this exhibit containing the disclosure schedule that qualifies certain of the Civil Rights Act respective party’s representations and warranties made pursuant to the Agreement and Plan of 1964Merger and Reorganization. The Registrant agrees to furnish supplementally a copy of any omitted materials to the Securities and Exchange Commission upon request. EXHIBIT T PROJECTED WORKING CAPITAL In accordance with Item 601 of Regulation S-K, the Civil Rights Act Registrant has omitted from this exhibit containing certain projected working capital information. The Registrant agrees to furnish supplementally a copy of 1991any omitted materials to the Securities and Exchange Commission upon request. EXHIBIT U PARENT DISCLOSURE SCHEDULE In accordance with Item 601 of Regulation S-K, the Americans with Disabilities Act, Registrant has omitted this exhibit containing the Age Discrimination in Employment Act, disclosure schedule that qualifies certain of the Worker Adjustment respective party’s representations and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, warranties made pursuant to the maximum extent permitted by law, neither you, nor Agreement and Plan of Merger and Reorganization. The Registrant agrees to furnish supplementally a copy of any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit omitted materials to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based Securities and Exchange Commission upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsrequest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Waiver of Claims. In consideration of the The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, paid time off, bonus pay, profit‑sharing, stock options, termination benefits or other compensation to which you are may be entitled under by virtue of your employment with the Company, including your separation from the Company. Subject to receipt of the Separation Benefit Agreement, dated Benefits as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)described herein, you hereby waive and release and forever discharge Parent, waive any other claims you may have against the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company and its affiliated investment fundspresent and former owners, Deere & Companyagents, their respective affiliatesofficers, and all of the respective past and present officersshareholders, employees, directors, employeesattorneys, agentssubscribers, representativessubsidiaries, stockholdersrelated companies, members affiliates, successors and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and assigns (collectively (collectively, “Releasees”), of and from any and all existing claims, charges, complaints, liensliabilities, demands, charges, causes of action, obligationscosts, damages expenses, attorneys fees, damages, indemnities and liabilitiesobligations of every kind and nature, in law, equity, or otherwise, which you assert or could assert against the Company at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any ground whatsoever, known or and unknown, suspected or and unsuspected, whether or not mature or ripedisclosed and undisclosed, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including, without limitation, claims under any employment with or separation from Parent and its subsidiarieslaws, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includesincluding, but is not limited to, claims based on express or implied of unlawful discharge, breach of contract, compensation plans, covenants breach of the covenant of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliationfraud, violation of public policy, tort or common lawdefamation, whistleblower or retaliation claims; and physical injury, emotional distress, claims for additional compensation or damages benefits arising out of your employment or attorneys’ fees or your separation of employment, claims under federalany laws and/or regulations relating to employment or employment discrimination, stateincluding, and local lawswithout limitation, regulations and ordinances, including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment ActAct of 1967, the Worker Adjustment and Retraining Notification Americans with Disabilities Act (“WARN”)of 1990, or equivalent state WARN actthe Fair Labor Standards Act, the Employee Retirement Income Security Act (“ERISA”)of 1974, The Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, California Labor Code Section 201, et seq. and Section 970, et seq., privacy laws, and all other state and federal civil rights, discrimination, equal opportunity and fair employment practices, laws or statutes, any and all claims for violation of the Xxxxxxxx-Xxxxx Act federal, state, constitution, or any municipal statute. This release does not extend to any obligations incurred under this Agreement. Additionally, this release does not waive your rights to any claims for unemployment and workers' compensation benefits or vested benefits under any Company plans, including a 401K plan. Further, this release does not release claims that cannot be released as a matter of 2002. You understand law, including, but not limited to: (1) your right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that this is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give you the right to recover any monetary damages against the Company; your release of claims herein bars you from recovering such monetary relief from the Company); (2) claims under Division 3, Article 2 of the California Labor Code (which includes a California Labor Code section 2802 regarding indemnity for necessary expenditures or losses by you); and (3) claims prohibited from release as set forth in California Labor Code section 206.5 (specifically “any claim or right on account of all known and unknown claims through the date wages due, or to become due, or made as an advance on which this release wages to be earned, unless payment of claims becomes irrevocable (the “Effective Release Datesuch wages has been made”). You further agreeFinally, promise, this release does not in any way limit your rights to indemnification protection from the Company and covenant that, advancement of legal or other expenses under any existing indemnification agreement between you and the Company or pursuant to the maximum extent permitted by lawCompany's Bylaws. By signing below, neither youyou expressly waive any benefits of Section 1542 of the Civil Code of the State of California, nor (and any personother federal, organizationstate, or other entity acting on your behalf has filed or will filelocal law of similar effect), charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any which provides as follows: As of the Releasees involving date hereof, the Company represents that is does not have any matter occurring in the past, or involving or based upon claims against you and does not intend to bring any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsclaims against you.
Appears in 1 contract
Samples: Confidential Agreement and General Release of Claims (RPX Corp)
Waiver of Claims. In consideration of the The payments and benefits promises set forth in this Agreement are in full satisfaction of all accrued hourly wages, termination benefits, or other compensation to which you are may be entitled under by virtue of your work with the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (Company or your separation from the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (. To the “Separation Benefit Agreement”)fullest extent permitted by law, you hereby waive and release and forever discharge Parent, waive any other claims you may have against the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company and its affiliated investment fundsowners, Deere & Companyagents, their respective affiliatesofficers, and all of the respective past and present officersshareholders, employees, directors, employeesattorneys, agentssubscribers, representativessubsidiaries, stockholdersaffiliates, members successors and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and assigns (collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, whether known or unknownnot known, suspected or unsuspectedincluding, whether or not mature or ripewithout limitation, that you ever had and now have against claims under any Releasee employment laws, including, but not limited to, claims and causes of action arising out unlawful discharge, breach of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants breach of the covenant of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliationfraud, violation of public policy, tort or common lawdefamation, whistleblower or retaliation claims; and physical injury, emotional distress, claims for additional compensation or damages benefits arising out of your employment or attorneys’ fees or your separation of employment, claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the 1964 Civil Rights Act, 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 of 1964or Older Workers Benefit Protection Act, the Civil Rights Act of 1991, and/or claims based on disability or under the Americans with Disabilities Act. Nondisparagement: You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process. Arbitration: Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the Age Discrimination parties agree to arbitrate, in Employment ActINSERT LOCATION OF COMPANY, any and all disputes or claims arising out of or related to the Worker Adjustment and Retraining Notification Act (“WARN”)validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or equivalent state WARN actinvolving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the Employee Retirement Income Security Act (“ERISA”)other party. The arbitrator's decision shall be final, binding, and the Xxxxxxxx-Xxxxx Act of 2002conclusive. You understand The parties further agree that this release of claims includes a release Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, disputes hereunder to the maximum fullest extent permitted by law, neither you, nor . The parties expressly waive any person, organization, entitlement to have such controversies decided by a court or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsa jury.
Appears in 1 contract
Samples: Separation Agreement
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under for receiving the Separation Benefit AgreementCompensation described in Paragraph 1 above, dated as of [●]you, to which you for yourself, your attorneys, heirs, executors, administrators, successors and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, waive to the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from maximum extent permitted by applicable law any and all existing claims, charges, complaints, liens, demands, claims or causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and had, now have, or may have against the Company and/or its current and former owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, parents, subsidiaries, affiliates, successors or assigns, in each case, in their capacity as such (collectively “Releasees”), with respect to any Releasee includingmatter at any time from the beginning of time through the date you sign this Agreement, including but not limited toto any and all claims, claims and liabilities, demands, charges, causes of action action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, which you assert or could assert against the Company at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any ground whatsoever, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or separation from Parent and its subsidiariesthe termination of that employment; claims or demands related to salary, to any services performed for Parent bonuses, commissions, stock, stock options, or any of its subsidiariesother ownership interests in the Company, to any statusvacation or other time off pay, term fringe benefits, expense reimbursements, separation or condition in such employmentseverance pay, or to any physical or mental harm or distress from such employment or non-employment or claim to other form of compensation; any hireand all causes of action, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, including but is not limited toto actions for breach of contract, claims based on express or implied contractimplied, compensation plans, covenants breach of the covenant of good faith and fair dealing, express or implied, wrongful discharge, claims for discrimination, harassment and retaliation, termination in violation of public policy, tort or common law, whistleblower or retaliation claims; and all other claims for additional compensation wrongful termination and constructive discharge, and all other tort claims, including, but not limited to, intentional or damages negligent infliction of emotional distress, invasion of privacy, negligence, negligent investigation, negligent hiring, supervision or attorneys’ fees retention, assault and battery, false imprisonment, defamation, intentional or negligent misrepresentation, fraud, and any and all claims arising under any federal, statestate or local law or statute, and local lawsincluding, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, ; the Employee Retirement Income Security Act (“ERISA”)) of 1974; the Worker Adjustment and Retraining Notification Act; the Americans with Disabilities Act, 42 U.S.C. § 1981; the Family and Medical Leave Act; the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, the California Civil Code, the California Constitution any amendments to the foregoing, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of any and all other laws and regulations relating to employment termination, employment discrimination, harassment or retaliation, claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreefor wages, promisehours, benefits, compensation, and covenant thatany and all claims for attorneys’ fees and costs, inasmuch as is permissible by law and by the respective governmental enforcement agencies for the above-listed laws, including all claims arising under your local state laws and all municipal laws or ordinances within your local jurisdiction. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the maximum full extent permitted by law. The waiver and release contained in this Agreement does not apply to your rights or any claims which, neither youas a matter of law, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to cannot be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsreleased by private agreement.
Appears in 1 contract
Samples: Separation Agreement and Release of Claims (Coinbase Global, Inc.)
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive’s estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company of and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a “Claim” and all of the foregoing collectively called “Claims”), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums, with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 6, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company, or in connection with Executive’s status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge (whether in common law or pursuant to the Arizona Employment Protection Act), harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the Arizona Civil Rights Act and all similar state or retaliation claimslocal fair employment practices statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and claims for additional compensation all other Claims or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of the Civil Rights Act of 1964regulation, the Civil Rights Act of 1991constitution, the Americans with Disabilities Act, ordinance or public policy. Executive acknowledges that Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive’s legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive’s right to consider this release for the full twenty one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive’s execution of this Agreement by submitting written notice of Executive’s revocation of this release and of this Agreement to the Chief Executive Officer of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties’ intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claims.this release shall not be affected thereby and shall remain in full force and effect
Appears in 1 contract
Waiver of Claims. In consideration of the payments Each Seller for himself and benefits to which you are entitled under the Separation Benefit Agreementhis heirs, dated as of [●]executors, to which you administrators, attorneys and SiteOne Landscape Supply LLC (the “Company”) assigns, hereby releases and SiteOne Landscape Supplyacknowledges full accord, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)satisfaction, you hereby waive discharge and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatessettlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits AIMMS and any of the respective past and its present or former officers, directors, stockholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the “AIMMS Released Parties”) of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto, which he may have or claim to have against any Releasee includingAIMMS Released Parties, except for accrued wages for current employees and deferred compensation under AIMMS’s deferred compensation plan. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against AIMMS Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII of the Civil Rights Act of 1964fees, the Civil Rights Act of 1991salary, the Americans with Disabilities Actexpense reimbursements, the Age Discrimination in Employment Actcommissions, the Worker Adjustment and Retraining Notification Act (“WARN”)stock, options or warrants for stock, success fees, insurance or other benefits, or equivalent state WARN actany other form of remuneration, the Employee Retirement Income Security Act (“ERISA”), compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known attachments and unknown claims through the date on schedules hereto, which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, relate in any way to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsAIMMS.
Appears in 1 contract
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive's estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company and its affiliated investment funds, Deere & Company, their respective affiliates, Subsidiaries of and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a "Claim" and all of the foregoing collectively called "Claims"), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums, with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 8, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company and its Subsidiaries, or in connection with Executive's status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge, harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the Pennsylvania Human Relations Act and all similar statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and all other Claims or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of the Civil Rights Act of 1964regulation, the Civil Rights Act of 1991constitution, the Americans with Disabilities Act, ordinance or public policy. Executive acknowledges that Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Initials: Executive LG Company WK Executive was advised to review this Agreement with Executive's legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty-one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive's right to consider this release for the full twenty-one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive's execution of this Agreement by submitting written notice of Executive's revocation of this release and of this Agreement to the Chairman of the Board of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties' intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claims.this release shall not be affected thereby and shall remain in full force and
Appears in 1 contract
Samples: General Release Agreement (A.C. Moore Arts & Crafts, Inc.)
Waiver of Claims. In consideration return for the benefits conferred by this Agreement and other related events, Howard, on behalf of the payments himself and benefits to which you are entitled under the Separation Benefit Agreementhis marital community, dated as of [●]heirs, to which you xxxxxtors, administrators and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)hereby releases in full, you hereby waive and release and forever discharge Parentdischarges, acquits, and holds harmless, the Company, Xxxxxxxincluding any of the Company's past or present parent, Dubilier & Ricesubsidiary or otherwise affiliated (through common ownership to any extent or otherwise) corporations, LLC (“CD&R”) and its affiliated investment fundspartnerships, Deere & Company, their respective affiliatesor other business enterprises, and all of the respective its or their past and or present officersaffiliates, related entities, partners, subsidiaries, insurers, predecessors, successors, assigns, directors, employeesofficers, agentsshareholders, attorneys, accountants, representatives, stockholders, members agents and partners of employees (these entities/persons together with the foregoing each in his, her or its capacity Company are collectively referred to as such, and each of them, separately and collectively (collectively, “Releasees”"Associated Persons"), from any and all existing claims, chargesdisputes, complaints, lienssuits, demands, causes of action, obligations, damages and liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that Howard may possess, whether known or unknown, suspected which may now exxxx xx hereafter may be discovered, specifically including without limitation any and all Claims arising from or unsuspectedrelating to Howard's employment or relationship with the Company, whether or the Sxxxxxxxxn of such employment; provided that this release does not mature or ripeClaims arising under the express terms of this Agreement and since it is the Equal Employment Opportunity Commission's position that a right to file a claim cannot be waived, that you ever had and now have against this release does not include the right to file a claim with the Equal Employment Opportunity Commission (although Howard expressly waives his right to obtain any Releasee including, but not limited to, claims and causes of action arising out of or in any way personal reliex xx xamages related to your employment with any EEOC claim or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable lawcharge). This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims any Claims that Howard might have for additional compensation compensation, including without xxxitation any Claim for any past, current or future wages, bonuses, incentive payments, severance or benefits and applies to Claims for damages or attorneys’ fees or claims other personal remedies that he might have under federal, statestate and/or local law dealing with employment, contract, wage and local hour, civil rights or any other matters, including, by way of example and not limitation, applicable civil rights laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 19641965, the Post-War Civil Rights Act of 19911964, the Americans with Disabilities ActPost-War Civil Rights Acts (42 USC Sections 1981-1988), the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAmericans with Disabilities Act, the Employee Retirement Income Security Family and Medical Leave Act, the Rehabilitation Act (“ERISA”)of 1973, the Equal Pay Act of 1963, Executive Order 11246, Washington's Law Against Discrimination, Chapter 49.60 RCW, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreeWashington's Minimum Wage Act, promiseChapter 49.46 RCW, and covenant that, any regulations under such laws. This release further applies to the maximum extent permitted by law, neither you, nor any person, organization, Claims or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit right to be filed, charged, or claimed, any action for personal damages or other relief (including injunctivepersonal legal or equitable remedies that Howard may have as a result of filing any complaint, declaratory, monetary, charge or other relief) against xxxxx action before any administrative agency. This release shall not affect any reimbursement rights Howard may have under any medical insurance or any accrued rigxxx xxder any retirement savings plan and shall not affect or include any rights he now has or may have in the future as a shareholder or stockholder of the Releasees involving Company or any matter occurring related or affiliated company or entity nor does it nor will it affect or include any rights he has to indemnification by the Company for claims against him by third parties, and such indemnification rights shall remain in full force and effect beyond the pastterm of this Agreement. HOWARD ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE HE IS XXXXXG UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, or involving or based upon KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT HE MAY HAVE AGAINST THE COMPANY, INCLUDING ASSOCIATED PERSONS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE AND THOSE RIGHTS PROVIDED HEREIN. Similarly, in return for the benefits conferred by this Agreement and other related events, the Company hereby releases in full, and forever discharges acquits, and holds harmless, Howard, from any and all claims, disputes, suits, demands, causes of cauxxx xx action, obligationsliabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that the Company may possess, whether known or liabilitiesunknown, in each case which are subject may now exist or hereafter may be discovered, specifically including without limitation any and all Claims arising from or relating to this release Howard's employment with the Company, or the Separation of claimssucx xxxxxxment and/or his role or status as an officer, director and agent of the Company.
Appears in 1 contract
Samples: Separation Agreement (Scolr Inc)
Waiver of Claims. In consideration return for the benefits conferred by this Agreement and other related events, St. John, xx behalf of the payments himself and benefits to which you are entitled under the Separation Benefit Agreementhis marital community, dated as of [●]heirs, to which you executors, administrators and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)hereby releases in full, you hereby waive and release and forever discharge Parentdischarges, acquits, and holds harmless, the Company, Xxxxxxxincluding any of the Company's past or present parent, Dubilier & Ricesubsidiary or otherwise affiliated (through common ownership to any extent or otherwise) corporations, LLC (“CD&R”) and its affiliated investment fundspartnerships, Deere & Company, their respective affiliatesor other business enterprises, and all of the respective its or their past and or present officersaffiliates, related entities, partners, subsidiaries, insurers, predecessors, successors, assigns, directors, employeesofficers, agentsshareholders, attorneys, accountants, representatives, stockholders, members agents and partners of employees (these entities/persons together with the foregoing each in his, her or its capacity Company are collectively referred to as such, and each of them, separately and collectively (collectively, “Releasees”"Associated Persons"), from any and all existing claims, chargesdisputes, complaints, lienssuits, demands, causes of action, obligations, damages and liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that St. John xxx xxxsess, whether known or unknown, suspected which may now exist or unsuspectedhereafter may be discovered, whether specifically including without limitation any and all Claims arising from or relating to St. John's employment or relationship with the Company, or the Separation of such employment; provided that this release does not mature include any Claims arising under the express terms of this Agreement and since it is the Equal Employment Opportunity Commission's position that a right to file a claim cannot be waived, this release does not include the right to file a claim with the Equal Employment Opportunity Commission (although St. John xxxressly waives his right to obtain any personal relief or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way damages related to your employment with any EEOC claim or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable lawcharge). This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims any Claims that St. John xxxht have for additional compensation compensation, including without limitation any Claim for any past, current or future wages, bonuses, incentive payments, severance or benefits and applies to Claims for damages or attorneys’ fees or claims other personal remedies that he might have under federal, statestate and/or local law dealing with employment, contract, wage and local hour, civil rights or any other matters, including, by way of example and not limitation, applicable civil rights laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 19641965, the Post-War Civil Rights Act of 19911964, the Americans with Disabilities ActPost-War Civil Rights Acts (42 USC Sections 1981-1988), the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAmericans with Disabilities Act, the Employee Retirement Income Security Family and Medical Leave Act, the Rehabilitation Act (“ERISA”)of 1973, the Equal Pay Act of 1963, Executive Order 11246, Washington's Law Against Discrimination, Chapter 49.60 RCW, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreeWashington's Minimum Wage Act, promiseChapter 49.46 RCW, and covenant that, any regulations under such laws. This release further applies to the maximum extent permitted by law, neither you, nor any person, organization, Claims or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit right to be filed, charged, or claimed, any action for personal damages or other relief (including injunctivepersonal legal or equitable remedies that St. John xxx xxxe as a result of filing any complaint, declaratory, monetary, charge or other relief) against action before any administrative agency. This release shall not affect any reimbursement rights St. John xxx xxxe under any medical insurance or any accrued rights under any retirement savings plan and shall not affect or include any rights he now has or may have in the future as a shareholder or stockholder of the Releasees involving Company or any matter occurring related or affiliated company or entity nor does it nor will it affect or include any rights he has to indemnification by the Company for claims against him by third parties, and such indemnification rights shall remain in full force and effect beyond the pastterm of this Agreement. ST. JOHN XXXNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, or involving or based upon KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT HE MAY HAVE AGAINST THE COMPANY, INCLUDING ASSOCIATED PERSONS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE. Similarly, in return for the benefits conferred by this Agreement and other related events, the Company hereby release in full, and forever discharge, acquit, and hold harmless, St. John, xxom any and all claims, disputes, suits, demands, causes of action, obligationsliabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that the Company may possess, whether known or liabilitiesunknown, in each case which are subject may now exist or hereafter may be discovered, specifically including without limitation any and all Claims arising from or relating to this release St. John's employment with the Company, or the Separation of claimssuch employment and/or his role or status as an officer, director and agent of the Company.
Appears in 1 contract
Waiver of Claims. In consideration of Anything in this Lease to the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatescontrary notwithstanding, and to the maximum extent not prohibited by applicable law, each party hereto hereby releases and waives all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, chargesrights of recovery, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out that either such party or any party claiming by, through, or under such party (including, without limitation, the insurers of each of Landlord and Tenant) by subrogation or in any way related to your employment with otherwise may now or separation from Parent and its subsidiaries, to any services performed for Parent hereafter have against the other party or any of its subsidiariesthe other party's directors, to any statusofficers, term or condition in such employmentpartners, employees, or agents for any loss or damage that may occur to any physical or mental harm or distress from such employment or non-employment or claim to any hirethe Building, rehire or future employment of any kind by Parent Premises, Tenant Improvements, or any of its subsidiaries, all to the extent allowed by applicable law. This release contents of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII any of the Civil Rights foregoing by reason of fire, Act of 1964God, the Civil Rights Act of 1991elements, the Americans with Disabilities Actor any other cause EXPRESSLY INCLUDING THE NEGLIGENCE OF THE PARTIES HERETO OR THEIR DIRECTORS, the Age Discrimination in Employment ActOFFICERS, the Worker Adjustment and Retraining Notification Act PARTNERS, EMPLOYEES, OR AGENTS (“WARN”BUT NOT INCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT THEREOF), that could have been insured against under the terms of standard fire and extended coverage insurance policies or equivalent state WARN actany injury covered by worker's compensation laws and benefits. Landlord shall not be liable to Tenant for any inconvenience or loss to Tenant in connection with any of the repair, the Employee Retirement Income Security Act (“ERISA”)maintenance, and the Xxxxxxxx-Xxxxx Act damage, destruction, restoration, or replacement referred to in this Lease. Landlord shall not be obligated to repair, maintain, restore, or replace or otherwise be liable for any damage to or destruction of 2002. You understand that this release any of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreeTenant's goods, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organizationfurniture, or other entity acting on your behalf has filed property placed in or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring incorporated in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsBuilding. THIS WAIVER IS INTENDED TO WAIVE CLAIMS AGAINST THE PARTIES EVEN IN THE EVENT OF SUCH PARTY'S OWN NEGLIGENCE.
Appears in 1 contract
Samples: Lease Agreement (Telvent Git S A)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and agrees that participation in the Salesforce Tower Fitness Center (the “Facility”), its programs or activities, including any outside activities or events sponsored by the Facility and any transportation provided by the Facility, is voluntary and at the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the Member releases and discharges the Facility, it’s Owners (including without limitation Oak Valley Owner LLC, hereinafter referred to as “Owner”) and SiteOne Landscape Supplyagents, Inc. the Owners of any equipment available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ParentReleased Parties”) are parties (the “Separation Benefit Agreement”)from, you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Fitness Center Waiver
Waiver of Claims. In consideration of the payments I realize that there are various local, state, and benefits federal laws, both statutory and common law that may apply and/or relate to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, my employment with the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including. Such laws include, but are not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the Civil Rights United States Code, the Employee Retirement Income Security Act of 19911974, the Immigration Reform and Control Act, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment ActAct of 1967, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAct, the Employee Retirement Income Security Fair Credit Reporting Act, the Family and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act (“ERISA”)of 2008, and the Xxxxxxxx-Xxxxx Texas Commission on Human Rights Act (a/k/a Chapter 21 of 2002the Texas Labor Code). You By signing this Release, I, on behalf of myself and anyone who may have the legal right to make claims on my behalf, release the Company, and its respective directors, officers, representatives, agents and employees, and any of the Company’s successors or predecessors, affiliates, or parent, subsidiary and related companies (collectively referred to as “Releasees”) from any and all claims, known or unknown, including claims for attorneys’ fees and costs, which relate to, or arise out of, my employment or separation from the Company, including any alleged violations of the laws listed above in this Paragraph 1. I understand that, subject to the limitations set forth in Paragraph 2 below, I am giving up all statutory, common law or contract claims and rights, including those that I am not currently aware of and those not mentioned in this release of claims includes a release of all known Release, up to and unknown claims through the date on which that I sign and deliver this release of claims becomes irrevocable (Release to the “Effective Release Date”)Company. You further agreeIf any claim is not subject to release, promise, and covenant thatI waive, to the maximum extent permitted by law, neither you, nor any person, organization, right or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit ability to be fileda class or collective action representative or to opt-in and/or otherwise participate in any putative or certified class, charged, collective or claimed, multi-party action or proceeding based on such a claim in which the Company or any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring Releasee identified in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsRelease is a party.
Appears in 1 contract
Samples: Successor Transition Agreement and Release of Claims (HF Sinclair Corp)
Waiver of Claims. In consideration of the The payments and agreements set forth in this Agreement fully satisfy any and all accrued salary, vacation pay, bonus pay, profit-sharing, termination benefits or other compensation to which you are may be entitled under by virtue of your employment with the Separation Benefit Agreement, dated as Company or your termination of [●], to which employment. You acknowledge that you have no claims and SiteOne Landscape Supply LLC (have not filed any claims against the “Company based on your employment with or the separation of your employment with the Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you . You hereby waive and release and forever discharge Parent, the Company, Xxxxxxxits successors, Dubilier & Rice, LLC (“CD&R”) subsidiaries and its affiliated investment funds, Deere & Company, their respective affiliates, current and former officers, agents and employees, (all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity whom are collectively referred to as such, and each of them, separately and collectively (collectively, “Releasees”), ) from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and had, now have against any Releasee including, but not limited to, claims and causes of action or may claim to have had arising out of or relating in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment with the Company including, without limitation, claims based on any oral or claim to written employment agreement, claims for wages, bonuses, expense reimbursement, and any hireclaims that the terms of your employment with the Company, rehire or future employment the circumstances of your separation, were wrongful, in breach of any kind by Parent obligation of the Company or in violation of any of its subsidiariesyour rights, all contractual, statutory or otherwise. Each of the Releasees is intended to the extent allowed by applicable lawbe a third party beneficiary of this Release Agreement and Waiver of Claims. This release of claims includesSuch rights include, but is are not limited to, claims based on express or implied contract, compensation plans, covenants of good faith your rights under the following Federal and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, statutes: the Employee Retirement Income Security Act (ERISA) (Pension and employee benefits); the Federal Railroad Safety Act (45 U.S.C. Section 421 et. seq.), the Occupational Safety and Health Act (safety matters); the Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining Act (“ERISAWARN”)) (notification requirements for employers who are curtailing or closing an operation and Federal Common Law, tort, wrongful discharge, workers’ compensation retaliation, tortious interference with contractual relations, misrepresentation, fraud, loss of consortium; slander, libel, defamation, intentional or negligent infliction of emotional distress; claims for bonuses or fringe benefits; vacation pay; sick pay; insurance reimbursement, medical expenses, and the Xxxxxxxx-Xxxxx Act like. The Company has no knowledge of 2002any actual or threatened claim against you arising out of or relating in any way to your employment with the Company or performance as an officer of the Company. You understand that this release expressly waive any benefits of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any Section 1542 of the Releasees involving any matter occurring in Civil Code of the pastState of California, or involving or based upon any claimswhich 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, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Appears in 1 contract
Samples: Separation Agreement (Intuit Inc)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Letter Agreement, dated as of [●]April 22, 2014, to which you and SiteOne Landscape Supply Xxxx Deere Landscapes LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Letter Agreement”), you hereby waive and release and forever discharge the Company, its parent, CD&R Landscapes Parent, the CompanyInc., Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and or now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent the Company and its subsidiaries, to any services performed for Parent the Company or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent the Company or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive’s estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company of and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a “Claim” and all of the foregoing collectively called “Claims”), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortuous interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 6, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company, or in connection with Executive’s status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge (whether in common law or pursuant to the Arizona Employment Protection Act), harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the Arizona Civil Rights Act and all similar state or retaliation claimslocal fair employment practices statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and claims for additional compensation all other Claims or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of regulation, constitution, ordinance or public policy. Executive acknowledges that the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive’s legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive’s right to consider this release for the full twenty one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive’s execution of this Agreement by submitting written notice of Executive’s revocation of this release and of this Agreement to the Chief Financial Officer of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties’ intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claimsthis release shall not be affected thereby and shall remain in full force and effect.
Appears in 1 contract
Samples: General Release Agreement (Applied Energetics, Inc.)
Waiver of Claims. In consideration return for the benefits conferred by this Agreement and other related events, Xxxxx, on behalf of the payments himself and benefits to which you are entitled under the Separation Benefit Agreementhis marital community, dated as of [●]heirs, to which you executors, administrators and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)hereby releases in full, you hereby waive and release and forever discharge Parentdischarges, acquits, and holds harmless, the Company, Xxxxxxxincluding any of the Company's past or present parent, Dubilier & Ricesubsidiary or otherwise affiliated (through common ownership to any extent or otherwise) corporations, LLC (“CD&R”) and its affiliated investment fundspartnerships, Deere & Company, their respective affiliatesor other business enterprises, and all of the respective its or their past and or present officersaffiliates, related entities, partners, subsidiaries, insurers, predecessors, successors, assigns, directors, employeesofficers, agentsshareholders, attorneys, accountants, representatives, stockholders, members agents and partners of employees (these entities/persons together with the foregoing each in his, her or its capacity Company are collectively referred to as such, and each of them, separately and collectively (collectively, “Releasees”"Associated Persons"), from any and all existing claims, chargesdisputes, complaints, lienssuits, demands, causes of action, obligations, damages and liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that Xxxxx may possess, whether known or unknown, suspected which may now exist or unsuspectedhereafter may be discovered, whether specifically including without limitation any and all Claims arising from or relating to Xxxxx'x employment or relationship with the Company, or the Separation of such employment; provided that this release does not mature include any Claims arising under the express terms of this Agreement and since it is the Equal Employment Opportunity Commission's position that a right to file a claim cannot be waived, this release does not include the right to file a claim with the Equal Employment Opportunity Commission (although Xxxxx expressly waives his right to obtain any personal relief or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way damages related to your employment with any EEOC claim or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable lawcharge). This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims any Claims that Xxxxx might have for additional compensation compensation, including without limitation any Claim for any past, current or future wages, bonuses, incentive payments, severance or benefits and applies to Claims for damages or attorneys’ fees or claims other personal remedies that he might have under federal, statestate and/or local law dealing with employment, contract, wage and local hour, civil rights or any other matters, including, by way of example and not limitation, applicable civil rights laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 19641965, the Post-War Civil Rights Act of 19911964, the Americans with Disabilities ActPost-War Civil Rights Acts (42 USC Sections 1981-1988), the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAmericans with Disabilities Act, the Employee Retirement Income Security Family and Medical Leave Act, the Rehabilitation Act (“ERISA”)of 1973, the Equal Pay Act of 1963, Executive Order 11246, Washington's Law Against Discrimination, Chapter 49.60 RCW, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreeWashington's Minimum Wage Act, promiseChapter 49.46 RCW, and covenant that, any regulations under such laws. This release further applies to the maximum extent permitted by law, neither you, nor any person, organization, Claims or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit right to be filed, charged, or claimed, any action for personal damages or other relief (including injunctivepersonal legal or equitable remedies that Xxxxx may have as a result of filing any complaint, declaratory, monetary, charge or other relief) against action before any administrative agency. This release shall not affect any reimbursement rights Xxxxx may have under any medical insurance or any accrued rights under any retirement savings plan and shall not affect or include any rights he now has or may have in the future as a shareholder or stockholder of the Releasees involving Company or any matter occurring related or affiliated company or entity nor does it nor will it affect or include any rights he has to indemnification by the Company for claims against him by third parties, and such indemnification rights shall remain in full force and effect beyond the pastterm of this Agreement. XXXXX ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, or involving or based upon KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT HE MAY HAVE AGAINST THE COMPANY, INCLUDING ASSOCIATED PERSONS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE AND THOSE RIGHTS PROVIDED HEREIN. Similarly, in return for the benefits conferred by this Agreement and other related events, the Company hereby releases in full, and forever discharges acquits, and holds harmless, Xxxxx, from any and all claims, disputes, suits, demands, causes of action, obligationsliabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that the Company may possess, whether known or liabilitiesunknown, in each case which are subject may now exist or hereafter may be discovered, specifically including without limitation any and all Claims arising from or relating to this release Xxxxx'x employment with the Company, or the Separation of claimssuch employment and/or his role or status as an officer, director and agent of the Company.
Appears in 1 contract
Samples: Separation Agreement (Scolr Inc)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and agrees that participation in the Resolution Fitness (the “Facility”), its programs or activities, including any outside activities or events sponsored by the Facility and any transportation provided by the Facility, is voluntary and at the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the Member releases and discharges the Facility, it’s Owners (including without limitation XX Xxxxxx Xxxxx Comm Mtg Sec Trust, Comm Mtg P/T Certs, Series 2018-PTC Lower-Tier REMIC hereinafter referred to as “Owner”) and SiteOne Landscape Supplyagents, Inc. the Owners of any equipment available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ParentReleased Parties”) are parties (the “Separation Benefit Agreement”)from, you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Fitness Center Waiver
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and SiteOne Landscape Supply, Inc. (“Parent”) are parties agrees that participation in the SALESFORCE TOWER Health Club (the “Separation Benefit AgreementFacility”), you hereby waive its programs or activities, including any outside activities or events sponsored by the Facility and release any transportation provided by the Facility, is voluntary and forever discharge Parentat the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the CompanyMember releases and discharges the Facility, Xxxxxxxit’s Owners (including without limitation Banyan Street/GAP Atlanta Plaza Owner, Dubilier & RiceLLC) and agents, LLC the owners of any equipment (Banyan Street/GAP Atlanta Plaza Owner, LLC) available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “CD&RReleased Parties”) from, and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Waiver of Liability
Waiver of Claims. In consideration return for the benefits conferred by this Agreement and other related events, St. John, xx behalf of the payments herself and benefits to which you are entitled under the Separation Benefit Agreementher marital community, dated as of [●]heirs, to which you executors, administrators and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)hereby releases in full, you hereby waive and release and forever discharge Parentdischarges, acquits, and holds harmless, the Company, Xxxxxxxincluding any of the Company's past or present parent, Dubilier & Ricesubsidiary or otherwise affiliated (through common ownership to any extent or otherwise) corporations, LLC (“CD&R”) and its affiliated investment fundspartnerships, Deere & Company, their respective affiliatesor other business enterprises, and all of the respective its or their past and or present officersaffiliates, related entities, partners, subsidiaries, insurers, predecessors, successors, assigns, directors, employeesofficers, agentsshareholders, attorneys, accountants, representatives, stockholders, members agents and partners of employees (these entities/persons together with the foregoing each in his, her or its capacity Company are collectively referred to as such, and each of them, separately and collectively (collectively, “Releasees”"Associated Persons"), from any and all existing claims, chargesdisputes, complaints, lienssuits, demands, causes of action, obligations, damages and liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that St. John xxx xxxsess, whether known or unknown, suspected which may now exist or unsuspectedhereafter may be discovered, whether specifically including without limitation any and all Claims arising from or relating to St. John's employment or relationship with the Company, or the Separation of such employment; provided that this release does not mature include any Claims arising under the express terms of this Agreement and since it is the Equal Employment Opportunity Commission's position that a right to file a claim cannot be waived, this release does not include the right to file a claim with the Equal Employment Opportunity Commission (although St. John xxxressly waives her right to obtain any personal relief or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way damages related to your employment with any EEOC claim or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable lawcharge). This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims any Claims that St. John xxxht have for additional compensation compensation, including without limitation any Claim for any past, current or future wages, bonuses, incentive payments, severance or benefits and applies to Claims for damages or attorneys’ fees or claims other personal remedies that she might have under federal, statestate and/or local law dealing with employment, contract, wage and local hour, civil rights or any other matters, including, by way of example and not limitation, applicable civil rights laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 19641965, the Post-War Civil Rights Act of 19911964, the Americans with Disabilities ActPost-War Civil Rights Acts (42 USC Sections 1981-1988), the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN actAmericans with Disabilities Act, the Employee Retirement Income Security Family and Medical Leave Act, the Rehabilitation Act (“ERISA”)of 1973, the Equal Pay Act of 1963, Executive Order 11246, Washington's Law Against Discrimination, Chapter 49.60 RCW, and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agreeWashington's Minimum Wage Act, promiseChapter 49.46 RCW, and covenant that, any regulations under such laws. This release further applies to the maximum extent permitted by law, neither you, nor any person, organization, Claims or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit right to be filed, charged, or claimed, any action for personal damages or other relief (including injunctivepersonal legal or equitable remedies that St. John xxx xxxe as a result of filing any complaint, declaratory, monetary, charge or other relief) against action before any administrative agency. This release shall not affect any reimbursement rights St. John xxx xxxe under any medical insurance or any accrued rights under any retirement savings plan and shall not affect or include any rights she now has or may have in the future as a shareholder or stockholder of the Releasees involving Company or any matter occurring related or affiliated company or entity, nor does it, nor will it, affect or include any rights she may have to indemnification by the Company for claims against her by third party, and such indemnification rights (if any) shall remain in full force and effect beyond the pastterm of this Agreement. ST. JOHN ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE SHE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, or involving or based upon KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT SHE MAY HAVE AGAINST THE COMPANY, INCLUDING ASSOCIATED PERSONS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE. Similarly, in return for the benefits conferred by this Agreement and other related events, the Company hereby release in full, and forever discharge, acquit, and hold harmless, St. John, xxom any and all claims, disputes, suits, demands, causes of action, obligationsliabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that the Company may possess, whether known or liabilitiesunknown, in each case which are subject may now exist or hereafter may be discovered, specifically including without limitation any and all Claims arising from or relating to this release St. John's employment with the Company, or the Separation of claimssuch employment and/or her role or status as an officer, director and agent of the Company.
Appears in 1 contract
Waiver of Claims. In consideration Any and all claims, actions, causes of action, demands, rights, costs, loss of services, expenses, obligations, liabilities, compensation, damages, punitive damages, recoveries and deficiencies, or actions of any kind (whether legal or equitable and whether in contract or tort or for statutory violation) including, without limitation, interest, fines, penalties, court costs, costs and expenses incurred in enforcing such claims and reasonable attorneys' fees and all other indirect or consequential damages, whether known or unknown, whether fixed or contingent (collectively, the "Claims"), that the Company or any of its Subsidiaries may have had, may now have or which may arise in the future against Parent, Sub, FIIB or Crescent or any of their respective Related Parties, including, but not limited to, any Claims arising out of, relating to or resulting from this Agreement or the transactions contemplated hereby or any other transaction or proposed transaction with respect to the sale of the payments capital stock or the assets of the Company or any of its Subsidiaries, shall be brought solely against Parent and benefits Sub (all such Claims, the "Section 8.14 Claims"). Subject to which you are entitled under the Separation Benefit Agreementlast two sentences of this Section 8.14, dated as of [●]the Company and its Subsidiaries hereby agree to waive, to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supplyrelease, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release acquit and forever discharge Parentthe Released Parties from any and all Section 8.14 Claims, or any rights that they may have had, may now have or which may arise in the Companyfuture with respect to any Section 8.14 Claim. The parties hereto expressly intend the Released Parties to be third party beneficiaries with respect to the provisions set forth in this Section 8.14. For purposes of this Section 8.14, Xxxxxxx"Released Parties" shall mean FIIB and Crescent and their respective Related Parties, Dubilier & Riceexcluding Parent and Sub, LLC and "Related Parties" shall include with respect to any entity, (“CD&R”i) its direct and indirect equity holders, debt holders, partners, investors, parent companies, subsidiaries, and its affiliated investment funds, Deere & Company, their respective affiliatescompanies, and (ii) all of the respective past and present predecessors, successors, assigns, officers, directors, employees, agents, representatives, stockholders, members representatives and partners attorneys of the foregoing each persons described in hisclause (i) of this sentence. Notwithstanding anything in this Section 8.14 to the contrary, her or its capacity as suchin no event shall this Section 8.14 limit (i) the obligations of FIIB pursuant to the Equity Commitment Letter, and each of them, separately and collectively (collectively, “Releasees”), from ii) any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action Claim arising out of an intentional misrepresentation in connection with the execution and delivery of this Agreement or (iii) any Claim arising out of a breach by Parent of Section 4.6 of this Agreement. If the Company or any Subsidiary asserts a Claim as described in any way related clause (ii) of the preceding sentence, the prevailing party shall be reimbursed for all attorneys fees and expenses incurred by it in connection with such Claim. Notwithstanding anything in this Section 8.14 to your employment with or separation from Parent and its subsidiariesthe contrary, to any services performed for Parent nothing shall prevent the Company or any of its subsidiaries, to Subsidiaries from pursuing any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent Claims that the Company or any of its subsidiariesSubsidiaries may have against FIIB arising out of, all relating to or resulting from the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, Equity Commitment Letter and the covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsFIIB contained therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Loehmanns Holdings Inc)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●]August , 2015, to which you and SiteOne Landscape Supply Xxxx Deere Landscapes LLC (the “Company”) and SiteOne Landscape SupplyCD&R Landscapes Parent, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Separation Benefit Agreement (SiteOne Landscape Supply, Inc.)
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive's estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company and its affiliated investment funds, Deere & Company, their respective affiliates, Subsidiaries of and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a "Claim" and all of the foregoing collectively called "Claims"), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums, with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 7, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company and its Subsidiaries, or in connection with Executive's status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge, harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the New Jersey Law Against Discrimination and all similar statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and all other Claims or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of the Civil Rights Act of 1964regulation, the Civil Rights Act of 1991constitution, the Americans with Disabilities Act, ordinance or public policy. Executive acknowledges that Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive's legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty-one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive's right to consider this release for the full twenty-one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive's execution of this Agreement by submitting written notice of Executive's revocation of this release and of this Agreement to the Chief Executive Officer of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties' intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claims.this release shall not be affected thereby and shall remain in full force and
Appears in 1 contract
Samples: Separation Agreement (A.C. Moore Arts & Crafts, Inc.)
Waiver of Claims. In Simon agrees that in consideration of for the payments benefits described in Paragraphs 3 and benefits to which you are entitled under the Separation Benefit 4 above and elsewhere in this Agreement, dated as of [●], to which you but for this Agreement Simon would not otherwise be entitled, Simon, on behalf of himself, and SiteOne Landscape Supply LLC (the “Company”) his respective heirs, family members, executors and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release fully and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) releases QRS and its affiliated investment fundspast, Deere & Companypresent and future officers, their respective affiliates, and all of the respective past and present officersagents, directors, employees, agentsinvestors, representativesshareholders, stockholdersadministrators, members affiliates, divisions, subsidiaries, parents, predecessor and partners of the foregoing each in his, her or its capacity as suchsuccessor corporations, and each assigns from, and waives and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of themaction relating to any matters of any kind, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, whether presently known or unknown, suspected or unsuspected, whether that he may possess arising from any omissions, acts or not mature facts that have occurred up until and including the Effective Date hereof including, without limitation,
(a) any and all claims relating to or ripearising from Simon's employment relationship with QRS and the termination of that relationship;
(b) any and all claims relating to, that you ever had or arising from, Simon's right to purchase, or actual purchase of shares of stock of QRS, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and now have against securities fraud under any Releasee state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment ActAct of 1967, the Worker Adjustment and Retraining Notification Americans with Disabilities Act (“WARN”)of 1990, or equivalent state WARN actthe Fair Labor Standards Act, the Employee Retirement Income Security Act (“ERISA”)of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and all amendments to each such Act as well as the Xxxxxxxx-Xxxxx Act regulations issued thereunder;
(e) any and all claims for violation of 2002the federal, or any state, constitution;
(f) any and all claims arising out of any laws and regulations relating to employment or employment discrimination; and
(g) any and all claims for attorneys' fees and costs. You understand Simon agrees that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete general release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, as to the maximum extent permitted matters released. This release does not extend to any obligations incurred under this Agreement nor does it abrogate the rights of Simon, as applicable, pursuant to California Labor Code Section 2802. Nothing contained in this Agreement shall alter or affect Simon's right to insurance coverage under any applicable directors and officers policy or any other insurance policy maintained by lawQRS. Simon acknowledges and agrees that any breach of this Paragraph shall constitute a material breach of this Agreement. The prevailing party in any proceeding (a) enforcing the obligation under this Paragraph, neither you, nor including the bringing of any person, organizationsuit to recover the monetary consideration, or other entity acting on your behalf has filed (b) defending against a claim or will file, charge, claim, xxx, suit brought or cause or permit pursued by Simon in violation of this Paragraph shall be entitled to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring recover its costs and reasonable attorneys' fees incurred in the past, or involving or based upon any claims, demands, causes of connection with such action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Transition Agreement and Waiver of Claims (QRS Corp)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●]April 1, 2019, to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, Company and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Separation Benefit Agreement (SiteOne Landscape Supply, Inc.)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) The Seller for itself and its affiliated investment fundsadministrators, Deere & Companyattorneys and assigns, their respective affiliateshereby releases and acknowledges full accord, satisfaction, discharge and settlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits Discovery, CTI and any of the respective past and its present or former officers, directors, shareholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the "CTI Released Parties") of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto, which he may have or claim to have against any Releasee includingCTI Released Parties. Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against CTI Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII fees, salary, expense reimbursements, commissions, stock, options or warrants for stock, success fees, insurance or other benefits, or any other form of remuneration, compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the attachments and schedules hereto, which relate in any way to CTI or Discovery. This release shall extend to all claims, known and unknown. Each Seller is aware of, and specifically waives the provisions of Section 1542 of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any Code of the Releasees involving any matter occurring State of California, which states as follows:"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the pasttime of executing the release, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.if known by him must have materially affected his settlement with the debtor"
Appears in 1 contract
Waiver of Claims. In consideration of Except with respect to the payments Permitted Transactions, each Seller for himself and benefits to which you are entitled under the Separation Benefit Agreementhis heirs, dated as of [●]executors, to which you administrators, attorneys and SiteOne Landscape Supply LLC (the “Company”) assigns, hereby releases and SiteOne Landscape Supplyacknowledges full accord, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)satisfaction, you hereby waive discharge and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatessettlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits TPN and any of the respective past and its present or former officers, directors, stockholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the “TPN Released Parties”) of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto, which he may have or claim to have against any Releasee includingthe TPN Released Parties, except for the Permitted Transactions. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against the TPN Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII of the Civil Rights Act of 1964fees, the Civil Rights Act of 1991salary, the Americans with Disabilities Actexpense reimbursements, the Age Discrimination in Employment Actcommissions, the Worker Adjustment and Retraining Notification Act (“WARN”)stock, options or warrants for stock, success fees, insurance or other benefits, or equivalent state WARN actany other form of remuneration, the Employee Retirement Income Security Act (“ERISA”), compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known attachments and unknown claims through the date on schedules hereto, which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, relate in any way to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilitiesTPN, in each case which are subject to this release of claimsall cases except for the Permitted Transactions.
Appears in 1 contract
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Employment Agreement, dated as of [●]April 21, 2014, to which you and SiteOne Landscape Supply Xxxx Deere Landscapes LLC (the “Company”) and SiteOne Landscape SupplyCD&R Landscapes Parent, Inc. (“Parent”) are parties (the “Separation Benefit Employment Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Employment Agreement (SiteOne Landscape Supply, Inc.)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxxsue, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Separation Benefit Agreement (SiteOne Landscape Supply, Inc.)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and agrees that participation in the Resolution Fitness (the “Facility”), its programs or activities, including any outside activities or events sponsored by the Facility and any transportation provided by the Facility, is voluntary and at the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the Member releases and discharges the Facility, it’s Owners (including without limitation ACP XXXXXXX XX LLC, a Delaware limited liability company, hereinafter referred to as “Owner”) and SiteOne Landscape Supplyagents, Inc. the Owners of any equipment available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ParentReleased Parties”) are parties (the “Separation Benefit Agreement”)from, you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Fitness Center Waiver
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and agrees that participation in the The Peachtree Fitness Center (the “Facility”), its programs or activities, including any outside activities or events sponsored by the Facility and any transportation provided by the Facility, is voluntary and at the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the Member releases and discharges the Facility, it’s Owners (including without limitation The Peachtree Condominium Association, Inc., hereinafter referred to as “Owner”) and SiteOne Landscape Supplyagents, Inc. the Owners of any equipment available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ParentReleased Parties”) are parties (the “Separation Benefit Agreement”)from, you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Fitness Center Waiver
Waiver of Claims. In consideration for the benefits described in the Transition Agreement and Waiver of the payments and benefits to which you are entitled under the Separation Benefit Agreement, Claims dated as of [●]May 15, to which you 2002, I, on behalf of myself and SiteOne Landscape Supply LLC (the “Company”) each of my heirs, family members, executors and SiteOne Landscape Supplyassigns, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release fully and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) releases QRS and its affiliated investment fundspast, Deere & Companypresent and future officers, their respective affiliates, and all of the respective past and present officersagents, directors, employees, agentsinvestors, representativesshareholders, stockholdersadministrators, members affiliates, divisions, subsidiaries, parents, predecessor and partners of the foregoing each in his, her or its capacity as suchsuccessor corporations, and each assigns from, and waives and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of themaction relating to any matters of any kind, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, whether presently known or unknown, suspected or unsuspected, whether that I may possess arising from any omissions, acts or not mature facts that have occurred up until and including the Effective Date hereof including, without limitation,
(a) any and all claims relating to or ripearising from my employment relationship with QRS and the termination of that relationship;
(b) any and all claims relating to, that you ever had or arising from, my right to purchase, or actual purchase of shares of stock of QRS, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and now have against securities fraud under any Releasee state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment ActAct of 1967, the Worker Adjustment and Retraining Notification Americans with Disabilities Act (“WARN”)of 1990, or equivalent state WARN actthe Fair Labor Standards Act, the Employee Retirement Income Security Act (“ERISA”)of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and all amendments to each such Act as well as the Xxxxxxxx-Xxxxx Act regulations issued thereunder;
(e) any and all claims for violation of 2002the federal, or any state, constitution;
(f) any and all claims arising out of any laws and regulations relating to employment or employment discrimination; and
(g) any and all claims for attorneys' fees and costs. You understand I agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete general release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, as to the maximum extent permitted matters released. This release does not extend to any obligations incurred under this Agreement nor does it abrogate my rights, as applicable, pursuant to California Labor Code Section 2802. Nothing contained in this Agreement shall alter or affect my right to insurance coverage under any applicable directors and officers policy or any other insurance policy maintained by lawQRS. I agree that any breach of this Paragraph shall constitute a material breach of the Transition Agreement and Waiver of Claims dated as of May 15, neither you2002 between QRS Corporation and me. The prevailing party in any proceeding (a) enforcing the obligation under this Paragraph, nor including the bringing of any person, organizationsuit to recover the monetary consideration, or other entity acting on your behalf has filed (b) defending against a claim or will file, charge, claim, xxx, suit brought or cause or permit pursued by me in violation of this Paragraph shall be entitled to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring recover its costs and reasonable attorneys' fees incurred in the past, or involving or based upon any claims, demands, causes of connection with such action, obligations, damages, or liabilities, in each case which are subject to this release of claims.
Appears in 1 contract
Samples: Transition Agreement and Waiver of Claims (QRS Corp)
Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit By executing this Agreement, dated as of [●], to which you and SiteOne Landscape Supply LLC the undersigned (the “CompanyMember”) acknowledges and agrees that participation in the Rivergate Tower Fitness Center (the “Facility”), its programs or activities, including any outside activities or events sponsored by the Facility and any transportation provided by the Facility, is voluntary and at the Member’s own risk, and in consideration for the Member being permitted to use the Facility, the Member releases and discharges the Facility, it’s Owners (including without limitation Rivergate Tower Owner, LLC., hereinafter referred to as “Owner”) and SiteOne Landscape Supplyagents, Inc. the Owners of any equipment available for use in the Facility (which may be other than the Owner of the Facility) and their respective partners, members, principals, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ParentReleased Parties”) are parties (the “Separation Benefit Agreement”)from, you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, agrees to hold any and all of the respective past and present officersReleased Parties harmless against any claim, directorsdemand, employeesliability, agentscause of action or suit of any kind of nature, representatives, stockholders, members and partners whether resulting from the negligence of the foregoing each Released Parties or otherwise (including without limitation, strict liability) arising out of, resulting from or incident to Member’s use or occupancy of; or participation in histhe Facility, her any of its equipment, facilities, programs activities or events, or any transportation provided by the Facility or any employees of the Facility or its capacity as such, and each of them, separately and collectively owner (collectively, “ReleaseesReleased Liabilities”), from . Member waives any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now claim it may have against the Released Parties in connection with any Releasee includingof the Released Liabilities and agrees not to sue or make any claims of any nature whatsoever in any court, agency, or other forum or proceeding against any Released Parties in connection with any of the Released Liabilities. The Member further agrees that neither the Facility nor any other Released Parties shall be responsible or liable to Member for any articles damaged, lost or stolen in or about the Facility or in lockers; or for loss or damage to any property, including but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), automobiles and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimscontents thereof.
Appears in 1 contract
Samples: Fitness Center Waiver
Waiver of Claims. In consideration For good and valuable consideration, on behalf of the payments yourself, and benefits to which you are entitled under the Separation Benefit Agreementyour agents, dated as of [●]heirs, to which you successors and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)assigns, you hereby waive and release and forever discharge Parentall claims against the Company (which for purposes of this release shall include all parents, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present subsidiaries, officers, directors, stockholders, managers, employees, agents, representativesinvestors, stockholders, members and partners representatives of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”Company), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, whether known or unknown, suspected which existed or unsuspectedmay have existed at any time up to the Effective Date of this Agreement, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, including claims and causes of action arising out of or related in any way related to your employment with the Company or separation from Parent and its subsidiaries, to any services performed for Parent or any the ending of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable lawthat relationship. This release of claims includes, but is not limited to, all claims based on express for wages, bonuses, employment benefits, commissions, stock options, or implied damages of any kind whatsoever, arising under any legal theory, including tort, contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policyharassment, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under any federal, state, and local lawsor other governmental statute, regulations and ordinancesexecutive order, including but not limited to or ordinance, including, without limitation, Title VII of the Civil Rights Act of 19641964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment Older Workers Benefit Protection Act, the Family and Retraining Notification Act (“WARN”), or equivalent state WARN actMedical Leave Act, the Employee Retirement Income Security Act (“ERISA”)Act, and the Xxxxxxxx-Xxxxx Act 1992 Retaliatory Employment Discrimination Act, or any other legal limitation on or regulation of 2002the employment relationship. You understand that represent that, as of the Effective Date, you have not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court. Nothing in this Agreement shall (a) prevent you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state or local agency charged with the enforcement of any employment laws, although by signing this Agreement, you are waiving your rights to individual relief based on claims asserted in such a charge or complaint, or (b) preclude you or the Company from filing a lawsuit for the exclusive purpose of enforcing rights under this Agreement. This waiver and release of claims includes shall neither waive, affect or modify your rights as a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”)shareholder or as a stock option holder nor waive, affect or modify your rights, if any, under any promissory notes, rollover agreements, or deferred compensation or 401(k) plans. You further agree, promise, represent and covenant that, to warrant that you are the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any sole owner of the Releasees involving any matter occurring in the past, actual or involving or based upon any alleged claims, demandsrights, causes of action, obligationsand other matters which are released by this paragraph and that you have not assigned, damagestransferred, or liabilitiesdisposed of the rights released in this paragraph in fact, by operation of law, or in each case which are subject any manner to any third party. You represent and warrant that you have the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained in this release of claimsparagraph.
Appears in 1 contract
Samples: Transition and Separation Agreement (Blucora, Inc.)
Waiver of Claims. In consideration of the payments Each PSF SHAREHOLDER for himself and benefits to which you are entitled under the Separation Benefit Agreementhis heirs, dated as of [●]executors, to which you administrators, attorneys and SiteOne Landscape Supply LLC (the “Company”) assigns, hereby releases and SiteOne Landscape Supplyacknowledges full accord, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”)satisfaction, you hereby waive discharge and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliatessettlement of, and all further irrevocably and unconditionally forever releases, remises, and acquits PSF and any of the respective past and its present or former officers, directors, shareholders, employees, agents, representativesaffiliates, stockholdersparents, members subsidiaries, predecessors, successors, attorneys and partners assigns (the "PSF Released Parties") of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsmanner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, damages losses, costs, promises, covenants, agreements, and liabilitiessuits of any kind or nature, whether known or unknown, suspected whether contingent or unsuspectedfixed, whether developed or not mature undeveloped, in law or ripeequity, that you ever had in tort or in contract from the beginning of time through the date of the full execution of this Agreement and now the attachments and schedules hereto which he may have or claim to have against any Releasee includingPSF Released Parties. Each PSF SHAREHOLDER expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed against PSF Released Parties for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contractremuneration, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, benefits (including but not limited to Title VII of the Civil Rights Act of 1964fees, the Civil Rights Act of 1991salary, the Americans with Disabilities Actexpense reimbursements, the Age Discrimination in Employment Actcommissions, the Worker Adjustment and Retraining Notification Act (“WARN”)stock, options or warrants for stock, success fees, insurance or other benefits, or equivalent state WARN actany other form of remuneration, the Employee Retirement Income Security Act (“ERISA”), compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this Agreement and the Xxxxxxxx-Xxxxx Act of 2002attachments and schedules hereto, which relate in any way to PSF. You understand that this This release of claims includes a release of shall extend to all claims, known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsunknown.
Appears in 1 contract
Samples: Share Exchange and Acquisition Agreement (Purchase Point Media Corp)
Waiver of Claims. In consideration of To the payments and benefits to which you are entitled under the Separation Benefit Agreementextent permitted by law, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge ParentTenant releases Landlord, the Management Company, Xxxxxxxthe Project Owners, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, each of their respective affiliatesconstituent members and their respective partners, and all of the respective past and present members, shareholders, officers, directors, managers, owners, employees, agents, representativessuccessors and assigns (herein, stockholderscollectively with Landlord, members the "Landlord Parties") from, and partners waives all claims for, damage to person or property sustained by the Tenant or any occupant of the foregoing each in his, her Building or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), Premises resulting directly or indirectly from any existing or future condition, defect, matter or thing in and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known about the Building or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent the Premises or any part of its subsidiaries, to either or any status, term equipment or condition in such employmentappurtenance therein, or to resulting from any physical accident in or mental harm about the Building, or distress resulting directly or indirectly from such employment any act or non-employment or claim to any hire, rehire or future employment neglect of any kind by Parent tenant or occupant of the Building or of any of its subsidiariesother person, all including Landlord's agents and employees, except to the extent allowed by applicable lawresulting from the willful misconduct or negligence of any of the Landlord Parties, and except as otherwise expressly provided in this Lease. This release If any such damage, whether to the Premises or to the Building or any part thereof, or whether to Landlord or to other tenants in the Building, results from any negligence or willful misconduct of claims includesTenant, but is not limited toits employees, claims based on express agents, invitees or implied contractother representatives, compensation plansor from any breach of Tenant's obligations hereunder, covenants then Tenant shall, subject to the terms of Sections 13.C. and 13.D. hereof, be liable therefor and Landlord may, at Landlord's option, to the extent such damage affects any other Project Owners (including the adjacent owner in the Project currently known as Macy’s), the Building structure or Building Systems, or Common Areas, or any other tenant's premises, or otherwise creates, in Landlord’s good faith and fair dealingdetermination, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination an Emergency Situation (as defined in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”Section 8.D. above), and without limiting any other rights or remedies available to Landlord, repair such damage and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord within thirty (30) days of demand for the Xxxxxxxxtotal costs of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages (or which would have been so paid if Landlord had maintained the property insurance required to be maintained by Landlord hereunder) (provided that Landlord may otherwise take such self-Xxxxx Act help recourse, as provided in this sentence, in any event, if such damage is not otherwise remedied by Tenant within applicable notice and cure periods under this Lease and thereby results in a “Default” of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”Tenant under Section 19 hereof). You further agreeTenant hereby waives any consequential damages, promisecompensation or claims for inconvenience or loss of business, and covenant thatrents or profits as a result of any injury or damage occurring at or about the Building, to the maximum extent permitted Property and/or the Project. Notwithstanding the foregoing, Tenant shall not be liable for any damage caused by law, neither you, nor any person, organization, its acts or other entity acting on your behalf neglect if Landlord has filed recovered the full amount of the damage from proceeds of insurance policies (or will file, charge, claim, xxx, or cause or permit if Landlord would have recovered such amounts had Landlord maintained the property insurance required to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimsmaintained by Landlord hereunder).
Appears in 1 contract
Samples: Office Lease (Vivid Seats Inc.)
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive's estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company and its affiliated investment funds, Deere & Company, their respective affiliates, Subsidiaries of and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a "Claim" and all of the foregoing collectively called "Claims"), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums, with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 7, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any Initials: Executive JEP Company WK agreement of any kind Executive may have had with Company and its Subsidiaries, or in connection with Executive's status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge, harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the Pennsylvania Human Relations Act and all similar statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and all other Claims or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of the Civil Rights Act of 1964regulation, the Civil Rights Act of 1991constitution, the Americans with Disabilities Act, ordinance or public policy. Executive acknowledges that Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive's legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty-one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive's right to consider this release for the full twenty-one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive's execution of this Agreement by submitting written notice of Executive's revocation of this release and of this Agreement to the Chairman of the Board of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties' intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claims.this release shall not be affected thereby and shall remain in full force and Initials: Executive JEP Company WK
Appears in 1 contract
Samples: Settlement Agreement (A.C. Moore Arts & Crafts, Inc.)
Waiver of Claims. In consideration 4.1 The Purchaser hereby fully and irrevocably waives any and all rights, remedies and claims relating to the Acquisition or any of the payments and benefits to which you are entitled under other transactions contemplated by the Separation Benefit AgreementOperative Documents that it would or could have, dated as or may hereafter have, against the Company or any of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, affiliates or any of their respective affiliates, and all of the respective past and present officers, directors, employeesmembers, investors, partners, agents, representativesemployees or advisors (the "Company Parties"), stockholdersor against the Placement Agent, members and partners its parent or any of its subsidiaries or affiliates or any of their respective officers, directors, members, investors, partners, agents, employees or advisors (the "Placement Agent Parties"), arising out of, relating to or in any manner connected with the existence or substance of the foregoing each in hisNonpublic Information or the fact that the Nonpublic Information has not been disclosed to it.
4.2 The Purchaser does for itself and its respective successors and/or assigns, her or its capacity as suchhereby forever releases, discharges and each of them, separately and collectively (collectively, “Releasees”), from dismisses any and all existing claims, charges, complaints, liens, demandsrights, causes of action, suits, obligations, damages and debts, demands, agreements, promises, liabilities, controversies, costs, expenses, fees, or damages of any kind, whether known or unknown, suspected or unsuspected, whether accrued or not mature accrued, foreseen or ripeunforeseen or matured or not matured, that you it ever had and had, now has, can have, or shall or may hereafter have against any Releasee (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity relating to the Acquisition or any of the other transactions contemplated by the Operative Documents, against the Company Parties and causes of action arising out of the Placement Agent Parties, that are based upon, arise from or in any way related relate to your employment with or separation from Parent involve, directly or indirectly, the existence or substance of the Nonpublic Information or the fact that the Nonpublic Information has not been disclosed to the Purchaser.
4.3 The Purchaser hereby fully and its subsidiariesirrevocably waives any and all rights, remedies and claims relating to any services performed for Parent the Acquisition or any of its subsidiaries, to any status, term the other transactions contemplated by the Operative Documents that it would or condition in such employmentcould have, or may hereafter have, against the Placement Agent Parties, whether arising out of, relating to or in any physical manner connected with the existence or mental harm substance of the Nonpublic Information, the fact that the Nonpublic Information has not been disclosed to it, or distress otherwise.
4.4 The Purchaser does for itself and its respective successors and/or assigns, hereby forever agree to release and hold harmless the Placement Agent Parties from such employment any and all claims which it might now or non-employment or claim to any hire, rehire or future employment of any kind by Parent hereinafter have in connection with the Acquisition or any of its subsidiariesthe other transactions contemplated by the Operative Documents that it would or could have, all to or may hereafter have, against the extent allowed by applicable law. This release of claims includesPlacement Agent Parties, including, but is not limited to, any losses, lost profits and reasonable attorneys’ fees and costs, other than claims based on express the Placement Agent Parties’ gross negligence or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Xxxxxxxx-Xxxxx Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claimswillful misconduct.
Appears in 1 contract
Waiver of Claims. In consideration Executive, individually and on behalf of the payments Executive’s estate, heirs, personal representatives, and benefits to which you are entitled under the Separation Benefit Agreementassigns hereby release, dated as of [●], to which you and SiteOne Landscape Supply LLC (the “Company”) and SiteOne Landscape Supply, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release remise and forever discharge Parent, the Company, Xxxxxxx, Dubilier & Rice, LLC (“CD&R”) Company of and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demandsactions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages damages, costs and liabilitiesexpenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedcontingent, whether now existing or not mature hereafter arising, (each individually a “Claim” and all of the foregoing collectively called “Claims”), which Executive had, now has, or ripemay in the future have, that you ever had and now have against including without limitation any Releasee includingClaims: (a) for libel, but not limited toslander, claims and causes of action arising out of defamation, or tortuous interference with actual or prospective business or contractual relations, which are based in whole or in part on any way related facts, circumstances or events which are now existing or which occurred on or prior to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employmentthe date hereof, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment (b) for breach of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims non-payment of wages or other sums with the sole exception of Claims arising under the express provisions of this Agreement. Except as expressly provided to the contrary in the first paragraph of this Section 6, the Claims and rights being released in this section include, but are not limited to: all Claims and rights arising from or in connection with any agreement of any kind Executive may have had with Company, or in connection with Executive’s status or separation of employment from Company; all Claims and rights for discriminationwrongful discharge (whether in common law or pursuant to the Arizona Employment Protection Act), harassment breach of contract, either express or implied, emotional distress, back pay, front pay, benefits, fraud, or misrepresentation; all Claims and retaliationrights, violation if any, arising under the Civil Rights Acts of public policy1964 and 1991, tort as amended, (which prohibits the discrimination in employment based on race, color, national origin, religion or common lawsex), whistleblower the Americans with Disabilities Act (ADA), as amended (which prohibits discrimination in employment based on disability), the Age Discrimination in Employment Act (ADEA), as amended (which prohibits age discrimination in employment), the Employee Retirement Income Act of 1974 (ERISA), as amended, all other wage and hour/wage payment statutes and laws, the Arizona Civil Rights Act and all similar state or retaliation claimslocal fair employment practices statutes and laws, and the Health Insurance Portability and Accountability Act (HIPPA), to the extent such statutes and laws may be applicable; and, any and claims for additional compensation all other Claims or damages or attorneys’ fees or claims rights whether arising under federal, state, and or local lawslaw, regulations and ordinancesrule, including but not limited to Title VII of regulation, constitution, ordinance or public policy. Executive acknowledges that the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, Executive is waiving any rights Executive may have under the Age Discrimination in Employment Act, that Executive was advised to review this Agreement with Executive’s legal counsel before signing the Worker Adjustment Agreement, that Executive has been advised to carefully read the provisions of this release, that Executive understands its contents, that Executive has twenty one (21) days from the date Executive received a copy of this release to consider entering into this release and Retraining Notification Act (“WARN”), or equivalent state WARN act, accepting the Employee Retirement Income Security Act (“ERISA”)payments provided for herein, and that if Executive signs and returns this release before the Xxxxxxxxend of the 21-Xxxxx Act day period, Executive will have voluntarily waived Executive’s right to consider this release for the full twenty one (21) days. Executive acknowledges that Executive may revoke this release within seven (7) days of 2002Executive’s execution of this Agreement by submitting written notice of Executive’s revocation of this release and of this Agreement to the Chief Operations Officer of the Company. You understand Executive also understands that this release and Agreement shall not become effective or enforceable until the expiration of claims includes a release that 7-day period without Executive having given such notice. If Executive gives such notice of all known revocation, then this Agreement will be null and unknown claims through the date on which void and of no further force and effect. Executive agrees that if any provision of this release is or shall be declared invalid or unenforceable by a court of claims becomes irrevocable (the “Effective Release Date”). You further agreecompetent jurisdiction, promise, and covenant that, then such provision will be modified only to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge, claim, xxx, or cause or permit necessary to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of cure such invalidity and with a view to enforcing the Releasees involving any matter occurring parties’ intention as set forth in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release to the extent permissible and the remaining provisions of claimsthis release shall not be affected thereby and shall remain in full force and effect.
Appears in 1 contract
Samples: General Release Agreement (Applied Energetics, Inc.)