Claims Not Released Sample Clauses
The "Claims Not Released" clause defines which claims or rights are specifically excluded from a release agreement, meaning they are not waived or relinquished by the parties. In practice, this clause lists certain types of claims—such as future claims, claims arising from unknown facts, or statutory rights—that remain intact even after the agreement is signed. By clearly identifying what is not being released, the clause ensures that parties retain the ability to pursue these preserved claims, thereby preventing unintended forfeiture of important legal rights.
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Claims Not Released. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(b) of that certain Employment Agreement, dated as of [●], between the Company and the undersigned (the “Employment Agreement”), with respect to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and Holdings or as a holder of any securities of Holdings, (iii) with respect to Sections 2(b)(v) or 4(a) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.
Claims Not Released. The forgoing will not be deemed to release the Company or Executive from claims solely (a) to enforce this Release, (b) to enforce Section 6.1 of the Employment Agreement, (c) to enforce Section 5 of the Employment Agreement, or (c) for indemnification under the Company's By-Laws, under applicable law, under any indemnification agreement between the Company and Executive or under any similar arrangement.
Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
Claims Not Released. The Released Claims do not include claims by Executive for: (1) payment of the Severance or reimbursements due under the Employment Agreement; (2) previously vested benefits under any the Company-sponsored benefits plan, including without limitation the equity awards granted pursuant to Section 4 of the Employment Agreement; (3) indemnification and advancement of expenses under the Company’s certificate of incorporation or bylaws, and (4) any rights that cannot by law be released by private agreement.
Claims Not Released. This release shall not apply to: the Company’s obligations to provide the separation benefits under Section 3 of this Agreement; Employee’s right to indemnification under any applicable indemnification agreement with the Company; the Company’s governing documents or applicable law; Employee’s right to assert claims for workers’ compensation or unemployment benefits; Employee’s right to bring to the attention of the Equal Employment Opportunity Commission (“EEOC”) claims of discrimination (provided, however, that Employee releases his right to secure any damages for alleged discriminatory treatment); any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator; any right to file an unfair labor practice charge under the National Labor Relations Act (“NLRA”); Employee’s vested rights under any retirement or welfare benefit plan of the Company; Employee’s rights in his capacity as an equityholder of the Company; or any other rights that may not be waived by an employee under applicable law.
Claims Not Released. This Agreement does not release: (a) claims for vested benefits under the Amgen Retirement and Savings Plan, the Amgen Nonqualified Deferred Compensation Plan or the Amgen Inc. Supplemental Retirement Plan, that are unpaid as of the Termination Date; (b) Employee’s ability to seek reimbursement for Eligible Medical Expenses (as defined in the Retiree Medical Savings Account Plan (“RMSA”)) from benefit amounts vested under the RMSA, if applicable; (c) Employee’s claims for payment of earned and unpaid wages due on Employee’s final paycheck (if any) or reimbursement of business expenses owed to Employee pursuant to California Labor Code § 2802 or the equivalent law in the relevant jurisdiction; (d) any of Employee’s rights pursuant to the terms of any grant agreements in connection with the grants of stock options, restricted stock, restricted stock units or performance units made to Employee by the Company under a Company stock plan; (e) Employee’s right, if any, to claim government-provided unemployment benefits or workers compensation benefits; (f) Employee’s right to enforce this Agreement; (g) any other claim or legal right that as a matter of law cannot be released or abridged by private agreement between the Company and Employee; (h)any rights or claims to indemnification or limitation of liability protections Employee may have under the certificate of incorporation, bylaws or other governance documents of the Company or any other corporation, partnership, joint venture, trust or other enterprise the Employee may have served as a director, officer, employee, trustee or agent; and (i) any rights or claims Employee may have under officer and director insurance policies or other insurance policies of the Company or any other corporation, partnership, joint venture, trust or other enterprise the Employee may have served as a director, officer, employee, trustee or agent.
Claims Not Released. Notwithstanding anything in this Agreement, Employee is not waiving any right that cannot by law be waived. Nothing in this Agreement shall interfere with the right of Employee to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or other similar federal or state administrative agencies, or to participate in an EEOC investigation or proceeding although, under this Agreement, Employee has waived any right to recover individual relief or money damages which may be awarded on account of such a charge. This waiver and release is not effective to waive the right of Employee to enforce the terms of this Agreement or to assert claims that are based on events that happen after this Agreement becomes effective.
Claims Not Released. Anything to the contrary notwithstanding contained herein, nothing herein shall release any Releasee from any claims or damages based on (i) any right the Executive may have to enforce this Release or the Change in Control Severance Agreement, (ii) any right or claim that arises after the date of this Release, (iii) any right the Executive may have to benefits or entitlements under any health benefits plan, (iv) the Executive’s eligibility for indemnification and advancement of expenses in accordance with applicable laws or the certificate of incorporation and by-laws of Company or any applicable agreement or insurance policy, or (v) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any Releasee, on the other hand, are jointly liable. In addition, nothing in this Release shall preclude Executive from filing a charge with or participating in any manner in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission, but Executive hereby waives any and all rights to recover compensation as a result of any such charge, investigation, hearing or proceeding.
Claims Not Released. Anything to the contrary notwithstanding contained herein, nothing herein shall release any Releasee from any claims or damages based on (i) any right the Executive may have to enforce this Release or the Change in Control Severance Agreement, (ii) any right or claim that arises after the date of this Release, (iii) any right the Executive may have to benefits or entitlements under any health benefits plan, (iv) the Executive’s eligibility for indemnification and advancement of expenses in accordance with applicable laws or the certificate of incorporation and by-laws of Company or any applicable agreement or insurance policy, or (v) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any Releasee, on the other hand, are jointly ME1 15728518v.2 liable. In addition, nothing in this Release shall preclude Executive from filing a charge with or participating in any manner in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission, but Executive hereby waives any and all rights to recover compensation as a result of any such charge, investigation, hearing or proceeding.
Claims Not Released. This Release shall not apply to: the Company’s obligations to provide the separation benefits under Section 4 of the Agreement; Employee’s right to indemnification under any applicable indemnification agreement with the Company, the Company’s governing documents or applicable law; the right to continued coverage under D&O insurance on the same terms as for other active executives of the Company or any subsidiary or affiliate of the Company; Employee’s right to assert claims for workers’ compensation or unemployment benefits; Employee’s right to bring to the attention of the Equal Employment Opportunity Commission (“EEOC”) claims of discrimination (provided, however, that Employee releases Employee’s right to secure any damages for alleged discriminatory treatment); any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator; any right to file an unfair labor practice charge under the National Labor Relations Act; Employee’s rights in Employee’s capacity as an equity holder of the Company (as modified by the Agreement); any right to vested retirement plan benefits; any other rights that may not be waived by an employee under applicable law; or rights to enforce and claims to interpret the Agreement.