Common use of Complete Release of Claims Clause in Contracts

Complete Release of Claims. (a) For good and valuable consideration, including Employee’s receipt of the consideration described in Section 2 above (and any portion thereof), Employee, on behalf of Employee and Employee’s successors, heirs, affiliates, estate, assigns, and anyone purporting to claim through or on behalf of Employee, does hereby forever, fully and finally release, acquit, and discharge the Company and its subsidiaries, related companies, parents and other affiliates (collectively, each of the foregoing entities are referred to herein as the “Company Parties” and each is a “Company Party”), and each of the Company Parties’ respective past, present and future affiliates and subsidiaries and each of the foregoing entities’ respective predecessors, successors, shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents, and benefit plans (and the fiduciaries of such plans), in their personal and representative capacities (collectively, each Company Party and each other person and entity referenced in this sentence, the “Released Parties” and each a “Released Party”), from liability for, and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Released Parties based upon, claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, that Employee has ever had, has claimed to have, now has, or could have against any Released Party by reason of any act, omission, event, occurrence, or thing existing or occurring on or before the date Employee signs this Agreement (“Signing Date”), including any and all claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities relating to Employee’s employment with or engagement by any Released Party, Employee’s awards under any equity incentive, compensation or bonus plan or arrangement sponsored or maintained by any Released Party, Employee’s equity or equity-based interest in any Released Party, or any other acts or omissions related to any matter existing or occurring on or prior to the Signing Date, including: (i) any alleged violation of any federal, state or local employment law, including those relating to anti-discrimination and anti-retaliation, or any other local, state or federal law, regulation or ordinance, including, for the avoidance of doubt; 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; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974 (“ERISA”); the Family and Medical Leave Act of 1993; the Immigration Reform Control Act; the Americans with Disabilities Act of 1990; the Occupational Safety and Health Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; any federal, state or local wage and hour law; (ii) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Released Claims (as defined below); (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a holder of any shares or interests in any Released Party; (v) any and all rights, benefits or claims Employee may have under (x) any employment agreement, offer letter, incentive plan, bonus agreement, or award agreement (including any agreement evidencing the RSUs or options), or otherwise with respect to any amount owed on or before the Signing Date or (y) any other agreement, plan or arrangement with, or sponsored or maintained by, any Released Party; and (vii) any claim for compensation or benefits of any kind through the Signing Date (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. (b) The foregoing release does not release or impair (i) any rights to vested benefits under an employee benefit plan of any Released Party that is subject to ERISA and that cannot be released pursuant to ERISA, (ii) any claims first arising after the Signing Date, or (iii) Employee’s ability to file a claim for unemployment insurance or workers’ compensation benefits. Further, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from the Released Parties as a result of such Governmental Agency proceeding or subsequent legal actions. (c) Nothing herein waives (and the Released Claims do not include) Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Released Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in the previous sentence or to notify any Released Party that Employee engaged in any such conduct.

Complete Release of Claims. (a) For good and valuable consideration, including Employee’s receipt of the consideration described set forth in Section 2 above of the Termination Agreement (and any portion thereof), Employee, on behalf of Employee and Employee’s successors, heirs, affiliates, estate, assigns, and anyone purporting to claim through or on behalf of Employee, does hereby forever, fully and finally release, acquit, and discharge the Company and its parents, subsidiaries, related companies, parents and other affiliates (collectively, each of the foregoing entities are referred to herein as the “Confirming Release Company Parties” and each is a “Confirming Release Company Party”), and each of the Confirming Release Company Parties’ respective past, present and future affiliates and subsidiaries and each of the foregoing entities’ respective predecessors, successors, shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents, and benefit plans (and the fiduciaries of such plans), in their personal and representative capacities (collectively, each Confirming Release Company Party and each other person and entity referenced in this sentence, the “Confirming Released Parties” and each a “Confirming Released Party”), from liability for, and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Confirming Released Parties based upon, claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, that Employee has ever had, has claimed to have, now has, or could have against any Confirming Released Party by reason of any act, omission, event, occurrence, or thing existing or occurring on or before the date Employee signs this Agreement Confirming Release (the “Confirming Release Signing Date”), including any and all claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities relating to Employee’s employment with or engagement by any Confirming Released Party, Employee’s awards under any equity incentive, compensation or bonus plan or arrangement sponsored or maintained by any Confirming Released Party, Employee’s equity or equity-based interest in any Confirming Released Party, or any other acts or omissions related to any matter existing or occurring on or prior to the Confirming Release Signing Date, including: (i) any alleged violation of any federal, state or local employment law, including those relating to anti-discrimination and anti-retaliation, or any other local, state or federal law, regulation or ordinance, including, for the avoidance of doubt, the Age Discrimination in Employment Act (including as amended by the Older Workers Benefit Protection Act); 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; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974 (“ERISA”); the Family and Medical Leave Act of 1993; the Immigration Reform Control Act; the Americans with Disabilities Act of 1990; the Occupational Safety and Health Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; any federal, state or local wage and hour law; (ii) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Confirming Released Claims (as defined below); (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a holder of any shares or interests in any Confirming Released Party; (v) any and all rights, benefits or claims Employee may have under (x) any employment agreement, offer letter, incentive plan, bonus agreement, or award agreement (including any agreement evidencing and all agreements regarding equity compensation which will be surrendered, cancelled and null and void immediately upon payment of the RSUs or optionsTermination Payment), or otherwise with respect to any amount owed on or before the Confirming Release Signing Date or (y) any other agreement, plan or arrangement with, or sponsored or maintained by, any Confirming Released Party; and (vii) any claim for compensation or benefits of any kind through the Signing Date (collectively, the “Confirming Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. (b) The foregoing release does not release or impair (i) any rights to vested benefits under an employee benefit plan of any Confirming Released Party that is subject to ERISA and that cannot be released pursuant to ERISA, (ii) any claims first arising after the Confirming Release Signing Date, or (iii) Employee’s ability to file a claim for unemployment insurance or workers’ compensation benefits. Further, nothing in this Agreement Confirming Release prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from the Confirming Released Parties as a result of such Governmental Agency proceeding or subsequent legal actions. (c) Nothing herein waives (and the Confirming Released Claims do not include) Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Confirming Released Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement Confirming Release requires Employee to obtain prior authorization before engaging in any conduct described in the previous sentence or to notify any Confirming Released Party that Employee engaged in any such conduct.

Complete Release of Claims. (a) For good 4.1 Releases. ▇▇▇▇▇, and valuable consideration, including Employee’s receipt of the consideration described in Section 2 above (and any portion thereof), Employee, on behalf of Employee and Employee’s successorsher spouse, heirs, affiliatesrepresentatives, estatesuccessors, and assigns, and anyone purporting to claim through or on behalf of Employee, does hereby forever, fully and finally release, acquit, and forever discharge the Company and its subsidiaries, related companies, parents and other affiliates (collectively, each of the foregoing entities are referred to herein as the “Company Parties” and each is a “Company Party”)CITY, and each of the Company Parties’ respective past, present and future affiliates and subsidiaries and each of the foregoing entities’ respective its predecessors, successors, shareholdersassigns, members, partners, officers, managers, directors, fiduciariesofficials, employees, representatives, agents, insurers, attorneys, and benefit plans (all persons and the fiduciaries entities acting by, through, under, or in concert with any of such plans)them, in their personal and representative capacities (collectively, each Company Party and each other person and entity referenced in this sentence, of them (hereinafter collectively referred to as the “Released Parties” and each a “Released PartyRELEASED PARTIES”), from liability for, any and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Released Parties based upon, all claims, demandscharges, complaints, contracts, understandings, liabilities, obligations, promises, benefits, agreements, controversies, costs, losses, indebtednessdebts, agreementsexpenses, promisesdamages, actions, causes of action, obligationssuits, damages rights, and liabilities demands of any nature whatsoever, in law known or in equity, whether or not knownunknown, suspected or claimedunsuspected, that Employee which ▇▇▇▇▇ now has or may acquire in the future, or which ▇▇▇▇▇ ever had, has claimed relating to have, now has, or could have against any Released Party by reason arising out of any act, omission, occurrence, condition, event, occurrencetransaction, or thing existing which was done, omitted to be done, occurred or occurring on or before was in effect at any time related to ▇▇▇▇▇’▇ purported employment with CITY from the beginning of time up to and including both the date Employee signs of ▇▇▇▇▇’▇ execution of this Agreement AGREEMENT, and from that date through the EFFECTIVE DATE (hereinafter referred to collectively as “Signing DateCLAIMS”), without regard to whether such CLAIMS arise under the federal, state, or local constitutions, statutes, rules or regulations, or the common law. ▇▇▇▇▇ and CITY expressly acknowledge the CLAIMS forever barred by this AGREEMENT specifically include, but are not limited to, CLAIMS based upon any alleged breach of contract or any other agreement of employment, any demand for wages, overtime, or benefits, any negotiation(s), representation(s), and/or receipt by ▇▇▇▇▇ of compensation and/or benefits during the time of his purported employment with CITY, any alleged claim for waste of public funds, any alleged breach of any duty arising out of contract or tort, any alleged wrongful acts including but not limited to slander, defamation, retaliation, abuse of power, or other unlawful act, any alleged wrongful termination in violation of public policy, any alleged breach of any express or implied contract for continued employment, any alleged employment discrimination or unlawful discriminatory act, or any claim or cause of action including, but not limited to, any and all claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities relating to Employee’s employment with or engagement by any Released Party, Employee’s awards CLAIMS whether arising under any equity incentive, compensation or bonus plan or arrangement sponsored or maintained by any Released Party, Employee’s equity or equity-based interest in any Released Party, or any other acts or omissions related to any matter existing or occurring on or prior to the Signing Date, including: (i) any alleged violation of any federal, state or local law prohibiting breach of employment lawcontract, including those relating to anti-wrongful termination, or employment discrimination and anti-retaliationbased upon age, race, color, sex, religion, handicap or disability, national origin or any other localprotected category or characteristic, state and any and all rights or federal lawclaims arising under the California Labor Code or Industrial Welfare Commission Wage Orders, regulation or ordinancethe Federal Fair Labor Standards Act, includingthe California Fair Employment and Housing Act, for California Government Code §12900 et seq., the avoidance of doubt; Americans With Disabilities Act, 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; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974 (“ERISA”); the Family , and Medical Leave Act of 1993; the Immigration Reform Control Act; the Americans with Disabilities Act of 1990; the Occupational Safety and Health Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; any federal, state or local wage and hour law; (ii) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Released Claims (as defined below); (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a holder of any shares or interests in any Released Party; (v) any and all rights, benefits or claims Employee may have under (x) any employment agreement, offer letter, incentive plan, bonus agreement, or award agreement (including any agreement evidencing the RSUs or options), or otherwise with respect to any amount owed on or before the Signing Date or (y) any other agreement, plan or arrangement with, or sponsored or maintained by, any Released Party; and (vii) any claim for compensation or benefits of any kind through the Signing Date (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. (b) The foregoing release does not release or impair (i) any rights to vested benefits under an employee benefit plan of any Released Party that is subject to ERISA and that cannot be released pursuant to ERISA, (ii) any claims first arising after the Signing Date, or (iii) Employee’s ability to file a claim for unemployment insurance or workers’ compensation benefits. Further, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or other federal, state state, or local governmental agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; howeverhuman rights, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from the Released Parties as a result of such Governmental Agency proceeding or subsequent legal actions. (c) Nothing herein waives (and the Released Claims do not include) Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Released Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided tocivil rights, or otherwise assisting in an investigation byemployment discrimination or employee rights statute, any Governmental Agency; (ii) responding to any inquiry rule, or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in the previous sentence or to notify any Released Party that Employee engaged in any such conductregulation.