Complete Release Clause Samples
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Complete Release. Executive agrees to release EDS from all claims or demands Executive may have against EDS, including, but not limited to, any claims related to Executive's employment with EDS or separation from that employment and any claims for attorney's fees and costs. This Agreement includes, without limitation, a release of any rights or claims Executive may have under the Age Discrimination in Employment Act, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, as amended, which prohibits discrimination against individuals with disabilities; the Fair Labor Standards Act, as amended, which regulates matters regarding compensation; the Family and Medical Leave Act, as amended, which regulates matters regarding certain types of leaves; or any other federal, state or local laws or regulations that in any way relate to the employment of individuals and/or prohibit employment discrimination of any form. This Agreement also includes, without limitation, a release by Executive of any related or unrelated wrongful discharge claims, contractual claims, tort claims or any other actions. This Agreement covers both claims that Executive knows about and those he/she may not know about. Executive expressly waives any right to assert after signing this Agreement that any claim, demand, obligation, or cause of action has through ignorance, oversight, or for any other reason, been omitted from the scope of Subsection 5 of Section III of this Agreement. Executive further promises never to file a lawsuit, demand, action or otherwise assert any claims that are released in Subsection 5 of Section III of this Agreement (excluding a lawsuit filed by Executive solely for purposes of challenging the validity of the Age Discrimination in Employment Act waiver). This Agreement does not include a release of (i) Executive's right, if any, to benefits Executive may be entitled to under any EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the EDS Retirement Plan and EDS 401(k) Plan, and COBRA benefits pursuant to Internal Revenue Code section 4980B, (ii) any rights or claims Executive may have under the Age Discrimination in Employment Act which arise after the date Executive signs this Agreement, (iii) any rights pursuant to this Agreement, (iv) Executive's right, if ...
Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal ...
Complete Release. Shareholder hereby represents and warrants to each Released Party that there are no additional Persons affiliated with Shareholder that are necessary to effectuate the release and extinguishment contemplated herein. Shareholder hereby represents, warrants, and agrees that he/she has not heretofore assigned, subrogated or transferred, or purported to assign, subrogate, or transfer to any Person whatsoever any Claim hereinabove released. Shareholder hereby represents, warrants, and agrees to indemnify, defend, and hold harmless each Released Party from any such assignment, subrogation, or transfer of Claims.
Complete Release. On behalf of Executive and Executive's heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the "COMPANY RELEASEES"), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys' fees) (collectively, "CLAIMS"), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of Executive's employment relationship with and service as an employee, officer or director of Company, and the termination of such relationship or service, (the "RELEASE"); provided, however, that this Release shall not apply to Company's obligations under this Agreement. This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligent, grossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act ("ERISA"), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include any claims under the Age Discrimination in Employment Act that may arise after this Agreement is executed.
Complete Release. Officer, for Officer and Officer’s predecessors, successors, assigns, and heirs, hereby discharges and releases Company and, as applicable, each of the Company’s predecessors, representatives, the Company’s present or former officers, directors, employees, stockholders, affiliates, insurers, successors and assigns, from all claims or demands Officer may have based on Officer’s employment with Company or the termination of that employment. This includes a release of any rights or claims Officer may have based on any facts or events, whether known or unknown by the Officer that occurred on or before the effective date of this Agreement or events that are contemplated by this Agreement, including, without limitation, a release of any rights or claims Officer may have based on (i) the following United States laws: the Civil Rights Acts of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; or the Employee Retirement Income Security Act of 1974, as amended; (ii) applicable laws of the states of the United States concerning wages, employment and discharge; (iii) claims arising out of any legal restrictions of the right to terminate Officer such as wrongful or unlawful discharge or related causes of action; (iv) intentional infliction of emotional distress or any other tortious conduct; and/or (v) violations of any contract or promise express or implied. No reference to the aforementioned causes of action or claims is intended to limit the scope of this Agreement. Notwithstanding the foregoing, the Officer does not hereby release any rights or claims with respect to the period following the effective date of this Agreement.
1 Provisions of Agreement should be modified to comply with legal requirements and customs under non-U.S. law.
Complete Release. (a) In consideration of those payments and benefits listed in Paragraph 1(a) and 1(b) above which are payable only under this Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has or ever has had and which are based on acts or omissions occurring up to and including the date of this Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Agreement waives a claim which by law cannot be waived. Executive further acknowledges and agrees that the payments under this Agreement shall be in lieu of any severance benefits that may be payable to Executive under Western Union’s Severance / Change in Control Policy (Executive Committee Level) (“Severance Policy”) upon Executive’s separation from employment with the Company and Executive therefore hereby waives any severance benefits to which Executive may be entitled under the Severance Policy upon Executive’s separation from employment. In addition, Executive acknowledges and agrees that all outstanding awards Executive has received under Western Union’s 2006 Long-Term Incentive Plan (“LTIP”) shall be governed by the terms of the applicable award agreements as they apply to an award holder who is not eligible for benefits under the Severance Policy and who has voluntarily term...
Complete Release. 2.1 In exchange for the Settlement described in the FIRST Paragraph, Employee hereby releases, covenants not to sue ▇▇▇ forever discharges the Company, its past and present affiliate and subsidiary companies, its and their past and present directors, officers, employees and agents and benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs) and any other persons acting by, through, under or in concert with any of the persons or entities listed above, from any and all claims or rights Employee may have (or which may arise before this Agreement becomes effective), including, but not limited to, claims based on Employee's employment or the termination of that employment. This includes, but is not limited to, a release of claims or rights Employee may have under the federal Age Discrimination in Employment Act of 1967, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, which prohibit discrimination in employment based on race, color, national origin, religion or sex; The Americans With Disabilities Act of 1990, which prohibits discrimination against the disabled; or any and all other federal, state or local laws or regulations or ordinances prohibiting employment discrimination. Employee also releases any claims for wrongful discharge, for breach of an express or implied employment contract or personal injuries arising therefrom, if any. This Agreement covers both claims that Employee knows about and those Employee may not know about, but does not release any claims which arise after this Agreement becomes effective. Employee represents that he has not filed or caused to be filed a lawsuit asserting any claims that are released in this Paragraph. Further, Employee agrees not to pursue any charges or claims or commence any actions of any kind with any local, state or federal agency or state or federal court pertaining to claims that are released in this Paragraph. Excluded from this Agreement are claims which cannot be waived by law, including, but not limited to, the right to file a charge with or participate in an investigation with the EEOC. Employee is waiving, however, his right to any monetary recovery or relief should the EEOC or any other agency pursue any claims on his behalf.
Complete Release. In exchange for the compensation to be paid to Employee pursuant to Section 9 of that certain Employment Agreement dated November ____, 1997 between the Employee and the Company (the "Employment Agreement"), which Employee acknowledges he would not otherwise be entitled to receive without signing this Agreement, Employee forever discharges and releases the Company, its affiliates, subsidiaries, and their respective officers and directors, agents or representatives (the "Company Parties") from and forever promises not to sue the Company Parties for any and all claims, demands, damages, ▇▇ghts and causes of action, including, without limitation, claims for compensatory and punitive damages and for injunctive and other equitable or declaratory relief, Employee now has or may have against the Company Parties up to the date of signing this Agreement, whether known or unknown, including, but not limited to, claims, demands, rights and causes of action arising out of Employee's employment and termination thereof, claims of employment discrimination or bias, wrongful discharge, severance pay, unused vacation and breach of contract and any violation of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 (ERISA), the Americans with Disabilities Act of 1990 (ADA), the Age Discrimination and Employment Act of 1967 (ADEA), the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Occupational and Safety & Health Act, the Equal Pay Act and any and all other federal, state and local laws and regulations and ordinances and or public policy and any and all claims, demands, rights and causes of action the Employee now has or may have against the Company Parties under common law or in equity including, without limitation, contract or tort actions. Employee acknowledges and fully understands and agrees that the Company Parties may plead this release as a complete defense to any claim or entitlement that may be asserted by Employee or other persons or agencies on the Employee's behalf in any suit, grievance or claim against the Company Parties for or on account of any matter whatsoever. This does not preclude, however, the right of Employee to enforce the terms of this Agreement. This release does not include a release of any pension benefits for which Employee may be eligible under the terms of applicable Company benefits plans.
Complete Release. Executive also expressly agrees that Executive has read, understands, and intends to waive any and all rights or benefits described in Section 1542 of the California Civil Code, which provides 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 time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Thus, notwithstanding the provisions of Section 1542, and for the express purpose of implementing a full and complete release and discharge of Imprimis and the Releasees , Executive expressly acknowledges that this Release is intended to include within its effect, without limitation, all claims Executive does not know or suspect to exist in Executive’s favor at the time of execution of this Release, and this Release contemplates the extinguishment of any such claim(s).
Complete Release. As a material inducement to the parties to enter into this Agreement, Employee hereby irrevocably and unconditionally releases, acquits and forever discharges the Employer and each of its stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively "Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations or breaches of any contracts, express or implied, or any tort, or any legal restrictions on Employer’s right to terminate employees, or any federal, state or other governmental statute, regulation, or ordinance, including, without limitation: (1) Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act (disability discrimination); (3) 42 U.S.C. § 1981 (discrimination); (4) the Age Discrimination in Employment Act (age discrimination); (5) the Older Workers Benefit Protection Act (age discrimination); (6) the Equal Pay Act (wage discrimination); (7) the Employee Retirement Income Security Act ("ERISA"); (8) Section 503 of the Rehabilitation Act of 1973; (9) the False Claims Act (including the qui tam provision thereof); (10) the Occupational Safety and Health Act; (11) the Consolidated Omnibus Budget Reconciliation Act of 1986; (12) intentional or negligent infliction of emotional distress or "outrage"; (13) defamation; (14) interference with employment and/or contractual relations; (15) wrongful discharge; (16) invasion of privacy; and (17) breach of contract, express or implied (including breach of employment contract), ("Claim" or "Claims"), which Employee now has, owns or holds, or claims to have, own or hold, or which Employee at any time heretofore had, owned or held, or claimed to have, owned or held, against each or any of the Releasees at any time up to and including the date on which Employee signs this Agreement.