Acknowledgment and Release. Executive on his own behalf and on behalf of his successors, assigns, legal representatives, heirs, executors and administrators (collectively, the "Executive Releasor"), does hereby remise, release, absolve and discharge, the Company, all of its respective successors and assigns, subsidiaries and legal representatives (in their capacities as such), past and present, and all of its respective directors, officers, shareholders, agents, employees, attorneys, successors, assigns, legal representatives, heirs, executors and administrators, past and present, and each and every one of them, in their individual and corporate capacities as such (collectively, the "Company Releasee"), from any and all manner of claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, controversies, obligations, debts, sums of money, accounts, attorneys' fees, damages, judgments, executions, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether presently known or unknown, suspected or unsuspected, (collectively, "Claims"), including, without limitation, any complaint, charge or cause of action (1) arising out of his employment with the Company and any of its subsidiaries or affiliates (the "Company Group"), (2) arising out of his right to purchase, or actual purchase of shares of stock of the Company, including without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (3) 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, (4) for a violation of the federal, or any state constitution, (5) for, or to recover, attorneys' fees, and (6) for a violation of any federal, state, or municipal statute, including, but not limited to, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act and the Employee Retirement Income Security Act of 1974, all as amended, which Executive Releasor now owns or holds or has at any time heretofore owned or held, or hereafter can, shall or may have, as against the Company Releasee, or any of them, from the beginning of the world to the Effective Date, except that any Claims that arise under or are in connection with (x) the obligations of the Company to Executive Releasor under this Amendment and Release or the Employment Agreement, (y) any ordinary commercial liabilities or obligations of any Company Releasee that is a shareholder, officer or director may have to Executive Releasor as of the date hereof that are entirely unrelated to (i) the Company Group and (ii) the conduct of any Company Releasee in holding, owning or managing any interests of the Company Group and (z) any claims against the Company that Executive Releasor may have for indemnification under the By-Laws of the Company as in 48 effect on the date hereof, the laws of the State of Delaware or any insurance coverage maintained by or on behalf of the Company for Executive with respect to his service as an officer and/or director of the Company or any member of the Company Group.
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Sources: Employment Agreement (Gartner Inc)
Acknowledgment and Release. Executive (a) Effective as of the Closing, except with respect to the obligations set forth in the last sentence of Section 9.1, Buyer on his behalf of itself and each of its Subsidiaries and Affiliates, including after the Closing, the Group Companies, and each of its and their current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Seller, its Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, attorneys, financial advisors, lenders, successors and assigns (collectively, the “Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether known or unknown, whether in law or in equity which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of the Released Parties occurring or arising on or prior to the date of this Agreement. Buyer, on behalf of itself and its Affiliates (which, following the Closing, includes the Company and the other Group Companies), expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Buyer, on behalf of itself and its Affiliates (which, following the Closing, includes the Group Companies), understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and its Affiliates, of unknown claims. Notwithstanding the foregoing, the provisions of this Section 9.2(a), including the release provided herein, shall not apply to claims against the Seller where the Seller is finally adjudicated to have committed Fraud. 968037.12
(b) Buyer acknowledges and agrees, on its own behalf and on behalf of his successorsits Affiliates, assignsthat the agreements contained in this Section 9.2 are an integral part of the Transaction and that, legal representatives, heirs, executors and administrators (collectivelywithout the agreements set forth in this Section 9.2, the "Executive Releasor"), does hereby remise, release, absolve and discharge, the Company, all of its respective successors and assigns, subsidiaries and legal representatives (in their capacities as such), past and present, and all of its respective directors, officers, shareholders, agents, employees, attorneys, successors, assigns, legal representatives, heirs, executors and administrators, past and present, and each and every one of them, in their individual and corporate capacities as such (collectively, the "Company Releasee"), from any and all manner of claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, controversies, obligations, debts, sums of money, accounts, attorneys' fees, damages, judgments, executions, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether presently known or unknown, suspected or unsuspected, (collectively, "Claims"), including, without limitation, any complaint, charge or cause of action (1) arising out of his employment with the Company and any of its subsidiaries or affiliates (the "Company Group"), (2) arising out of his right to purchase, or actual purchase of shares of stock of the Company, including without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (3) 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, (4) for a violation of the federal, or any state constitution, (5) for, or to recover, attorneys' fees, and (6) for a violation of any federal, state, or municipal statute, including, but Seller would not limited to, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act and the Employee Retirement Income Security Act of 1974, all as amended, which Executive Releasor now owns or holds or has at any time heretofore owned or held, or hereafter can, shall or may have, as against the Company Releasee, or any of them, from the beginning of the world to the Effective Date, except that any Claims that arise under or are in connection with (x) the obligations of the Company to Executive Releasor under enter into this Amendment and Release or the Employment Agreement, (y) any ordinary commercial liabilities or obligations of any Company Releasee that is a shareholder, officer or director may have to Executive Releasor as of the date hereof that are entirely unrelated to (i) the Company Group and (ii) the conduct of any Company Releasee in holding, owning or managing any interests of the Company Group and (z) any claims against the Company that Executive Releasor may have for indemnification under the By-Laws of the Company as in 48 effect on the date hereof, the laws of the State of Delaware or any insurance coverage maintained by or on behalf of the Company for Executive with respect to his service as an officer and/or director of the Company or any member of the Company Group.
Appears in 1 contract
Acknowledgment and Release. Executive on his own behalf a) In consideration of the promises and on behalf undertakings contained in this Agreement, which Poirson acknowledges exceed any payments, benefits and/or other things of his successorsvalue to which he might otherwise be entitled under any policy, assignsplan, legal representatives, heirs, executors and administrators (collectively, practice or procedure of the "Executive Releasor"), does hereby remise, release, absolve and discharge, Company or pursuant to any prior agreement and/or contract with the Company, all of its respective successors Poirson agrees, for himself, his heirs, executors, administrators and assignsassigns to fully release and forever discharge the Company, subsidiaries and legal representatives (in their capacities as such), past and present, including any and all of its respective directorsrelated and affiliated entities, officersemployees, agents, attorneys, shareholders, agents, employees, attorneys, successors, assigns, legal representatives, heirs, executors and administrators, past and present, and each and every one of them, in their individual and corporate capacities as such (collectively, the "Company Releasee")officers and/or directors, from any and all manner of claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, controversiesliabilities, demands, damages, penalties, debts, obligations, debts, sums of money, accounts, attorneys' fees, damages, judgments, executions, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether presently now known or unknown, suspected existing, claimed to exist or unsuspected, (collectively, "Claims"), including, without limitation, any complaint, charge or cause of action (1) arising which can ever arise out of his or result from or in connection with Poirson's employment with or termination from the Company and any of its subsidiaries or affiliates (Company.
b) Without limiting the "Company Group"), (2) arising out of his right to purchase, or actual purchase of shares of stock generality of the Companyforegoing, Poirson acknowledges that this Agreement shall operate as a complete bar to any litigation, charges, complaints, grievances or based upon or in any way related to (i) any prior employment agreements, incentive agreements or benefits or retirement plans; (ii) any property, contract or tort claims, including without limitation, any claims for fraud, misrepresentationwrongful discharge, breach of fiduciary dutyemployment contract, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (3) for wrongful discharge of employment, termination in violation of public policy, discrimination, breach of contract, both express and implied, breach of a the covenant of good faith and fair dealing, both express and impliedretaliation, promissory estoppel, intentional or negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional tortious interference with contract existing or prospective economic advantage, unfair business practicesnegligence, misrepresentation, breach of privacy, defamation, libelloss of consortium, slanderbreach of fiduciary duty, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, and conversion, (4) for a violation of the federal, public policy or any state constitution, other common law claim of any kind; (5iii) for, any violation or to recover, attorneys' fees, and (6) for a alleged violation of any federal, state, or municipal statute, including, but not limited to, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act of 1990, the Equal Pay Act, as amended, the Fair Labor Standards Act and Act, the Employee Retirement Income Security Act of 1974Act, the Americans With Disabilities Act, the Consolidated Omnibus Budget Reconciliation Act, the California Fair Employment and Housing Act, the California Family Rights Act, any and all as amended, which Executive Releasor now owns or holds or has at any time heretofore owned or held, or hereafter can, shall or may have, as against the Company Releasee, or any of them, from the beginning provisions of the world to California Labor Code, the Effective DateCalifornia Unemployment Compensation Code, except that any Claims that arise under or are in connection with and the California Workers' Compensation Act; (x) the obligations of the Company to Executive Releasor under this Amendment and Release or the Employment Agreement, (y) any ordinary commercial liabilities or obligations of any Company Releasee that is a shareholder, officer or director may have to Executive Releasor as of the date hereof that are entirely unrelated to (i) the Company Group and (ii) the conduct of any Company Releasee in holding, owning or managing any interests of the Company Group and (ziv) any claims against the Company that Executive Releasor may have for indemnification under the By-Laws of the Company as in 48 effect on the date hereofseverance pay, the laws of the State of Delaware bonus, sick leave, vacation or holiday pay, life insurance, health, disability or medical insurance or any insurance coverage maintained by other fringe benefit; and (v) any claim relating to or on behalf arising under any other local, state or federal statute or regulation or principle of common law (whether in contract or in tort) governing the Company for Executive employment of individuals, discrimination in employment and/or the payment of wages or benefits.
c) Poirson understands that if any fact with respect to any matter covered by this Agreement is found to be other than, or different from the facts now believed by his service as an officer and/or director to be true, he expressly accepts and assumes the risk of such possible difference in facts and agree that this Agreement shall be, and remain, in full force and effect notwithstanding such difference in fact. Poirson acknowledges and warrants that there are no claims or actions currently filed or pending relating to the Company or any member subject matter of the Company Groupthis Agreement.
Appears in 1 contract