Release by Executive Sample Clauses

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of ...

Release by Executive. In consideration of the Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, and causes of action of any nature whatsoever, known or unknown, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Rel...

Release by Executive. In consideration of certain payments and benefits made or to be made to (“Executive”) pursuant to the terms of his April , 2014 Executive Employment Agreement (“Employment Agreement”) with Yadkin Financial Corporation, and Yadkin Bank (“Employer Group”), Executive, on his own behalf and on behalf of his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, Yadkin Financial Corporation, and Yadkin Bank and their respective past, present and future officers, directors, shareholders, employees, representatives, parent companies, subsidiaries, affiliated companies, employee benefit plan administrators and trustees, predecessors, successors, assigns and all other persons acting by, through or in concert with them (collectively, the “Released Parties”), from any and all charges, claims, complaints, demands, liabilities, actions or causes of action, losses, costs or expenses of any kind whatsoever (including related attorneys’ fees and costs), known or unknown, suspected or unsuspected, contingent or absolute, that Executive may now have or has ever had against the Employer Group by reason of any acts, omissions, transactions or events occurring at any time through and including the date Executive signs this Release. This Release applies, without limitation, to all claims of any nature whatsoever relating to any alleged disparate treatment, denial of wages or benefits, wrongful or unlawful discharge or other adverse employment decision, all claims relating to any contract of employment or promises of compensation, whether express or implied, or any other claim related to Executive’s employment with the Employer Group, or termination of Executive’s employment with the Employer Group, including, but not limited to, any claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the North Carolina common law doctrine of wrongful discharge, the Americans With Disabilities Act, the Employment Retirement Income Security Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the North Carolina Wage and Hour Act, and other applicable federal, state or local laws, ordinance or regulations relating to discrimination and/or employee benefits of any type whatsoever to the full extent permitted by law.

Release by Executive. In exchange for the benefits set forth in the certain Employment Agreement entered into by and between the Company and Executive, dated as of September 13, 2021, (the “Agreement”) to which this Release is an exhibit, which are conditioned on Executive signing this Release, and to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, his heirs, executors, administrators, beneficiaries, representatives, assigns and successors, and all others connected with or claiming through Executive, fully and forever agree to release and discharge the Company and the Company’s parent and subsidiary corporations, and all of their respective past, present and future employee benefit plans, joint venturers, predecessors, successors, assigns, employees, officers, directors, shareholders, administrators, trustees, agents, representatives, and consultants, and all those connected with any of them, in their official and personal capacities (hereinafter the “Releasees”) from any and all manner of claims, liabilities and actions, causes of action, in law or in equity, demands, suits, rights, or damages of any kind or nature, whether known or unknown, fixed or contingent (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees arising out of, connected with or relating to Executive’s employment by the Company and/or other relationship with the Company, or the termination of Executive’s employment and/or other relationship, by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder, including without limitation, any claim of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 3...

Release by Executive. Effective as of the Effective Time, Executive hereby releases and discharges the Released Parties from all Claims and Damages, including those related to, arising from, or attributed to (i) his employment with, and membership on the Boards of Directors for, the Company and its Subsidiaries and resignations therefrom, (ii) the Employment Agreement, and (iii) all other acts or omissions related to any matter at any time prior to and including the date of termination of the Employment Agreement; except that this release shall not include Executive's (A) entitlement to continued group medical coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), (B) vested accrued benefits in the Company's qualified employee benefit plans described in Annex III attached hereto, (C) rights arising under the Merger Agreement, (D) rights of Executive arising under this Agreement, (E) his right to be reimbursed for reasonable out-of-pocket costs and expenses incurred after the date of this Agreement and prior to the Effective Time in connection with services rendered by Executive to, or on behalf of, the Company and (F) his rights under that certain Agreement, dated January 2, 1991, pertaining to certain life insurance policies. Executive understands and expressly agrees that, unless specifically excluded from this release, this release extends to all Claims and Damages of every nature and kind, known or unknown, suspected or unsuspected, past or present, whether or not these Claims and Damages were set forth in any writing, and that all such Claims and Damages are hereby expressly settled or waived.

Release by Executive. Executive, knowingly and voluntarily, for himself and on behalf of his past, present and future spouse, descendents, heirs, estate, executors, administrators, representatives, agents, successors and assigns, does hereby irrevocably, fully, finally and forever release and discharge the Company and its subsidiaries, affiliates, successors and assigns and their respective current and former officers, directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released Persons”) from and against any and all claims, demands, obligations, rights, promises, judgments, debts, damages, demands, disputes, controversies, contentions, grievances, differences, liabilities, responsibilities and causes of actions of any kind, nature or description whatsoever, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior to the date hereof, by reason of, based upon, arising out of or in any way relating to or connected with Executive’s employment with, or his position as a director, officer, trustee or employee of, or any other relationship or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by t...

Release by Executive. Subject to the conditions hereinafter set forth, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholding, Executive hereby: (1) forever releases and discharges the Company and its respective officers, directors, stockholders, agents, employees, subsidiaries, affiliates, successors and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployme...

Release by Executive. Executive, on behalf of himself, his spouse, successors, heirs, and assigns, and except as expressly set forth herein, hereby and forever releases and discharges Apogee, including its parents, affiliates, subsidiaries, business units, directors, officers, employees, agents, predecessors, successors, assigns, and insurers (the “Apogee Released Parties”) to the fullest extent permitted by law from, and covenants not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings against any Apogee Released Party with respect to, any and all claims, debts, liabilities, demands, promises, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, any causes or action, of whatever kind or nature, whether known or unknown, fixed or contingent, arising out of any act or omission occurring before Executive’s execution of this Agreement, including but not limited to any claims based on, arising out of, or related to Executive’s employment with, or the ending of employment with, Apogee or any Apogee Affiliated Company; any claims arising from rights under federal, state and/or local laws, including but not limited to those related to contract, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, including but not limited to any alleged violation of Title VII of the Civil Rights Act of 1964, The Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Americans with Disabilities Act of 1990, as amended; the Occupational Safety and Health Act, as amended; the Age Discrimination in Employment Act (the “ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Minnesota Human Rights Act (“MHRA”); the Employee Retirement and Income Security Act; any claims grounded in contract or tort theories, including but not limited to breach of express or implied contract; tortious interference with contractual relations; promissory estoppel; breach of promise; breach of manuals or other policies; assault; battery; fraud; false imprisonment; invasion of privacy; misrepresentation; defamation, including libel, slander, and self-publication defamation; infliction of emotional distress; and/or harassment, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctiv...

Release by Executive. Executive completely releases and forever discharges Corporation and each of its past, present, and future parent and subsidiary corporations and affiliates and each of their respective past, present, and future shareholders, officers, directors, agents, employees, insurers, successors, and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, demands, and causes of action of any kind, whether statutory or common law, in tort, contract, or otherwise, in law or in equity, and whether known or unknown, foreseen or unforeseen, in any way arising out of, concerning, or related to, directly or indirectly, Executive’s employment with Corporation, including, but not limited to, the termination of Executive’s employment based on any act or omission on or prior to the effective date of this Release, but not including (i) any claim for workers’ compensation or unemployment insurance benefits, (ii) any claims to enforce the Employment Agreement, or (iii) any claims by Executive for indemnification or insurance coverage relating to claims brought or asserted against Executive by third parties arising from Executive’s employment with Corporation or status as an officer, shareholder, and/or director of Corporation or any of its subsidiaries. Without limiting the generality of the foregoing, this release specifically includes, but is not limited to, a release of claims arising under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act; and ORS chapters 652, 653, and 659A, and any amendments to any of such laws.

Release by Executive. Executive hereby completely releases and forever discharges Corporation and each of its past, present, and future parent and subsidiary corporations and affiliates and each of their respective past, present, and future shareholders, officers, directors, agents, employees, insurers, successors, and assigns (collectively, the "Released Parties"), from any and all claims, liabilities, demands, and causes of action of any kind, whether statutory or common law, in tort, contract, or otherwise, in law or in equity, and whether known or unknown, foreseen or unforeseen, in any way arising out of, concerning, or related to, directly or indirectly, Executive's employment with Corporation, including, but not limited to, the termination of Executive's employment based on any act or omission on or prior to the effective date of this Release, but not including any claim for workers' compensation or unemployment insurance benefits. Without limiting the generality of the foregoing, this release specifically includes, but is not limited to, a release of claims arising under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act; and ORS chapters 652, 653, and 659A, and any amendments to any of such laws.