Common use of Complete Release Clause in Contracts

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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 3 contracts

Sources: Employment Agreement (Calumet Specialty Products Partners, L.P.), Employment Agreement (Calumet Specialty Products Partners, L.P.), Employment Agreement (Calumet Specialty Products Partners, L.P.)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company Employer and its direct and indirect, past present and future, parents, subsidiariessubsidiaries (including without limitation MERI), affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)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 Employer 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 Employer 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 Employer or any Company ReleaseeMERI, and the termination of such relationship or service service, (the “Release”); provided, however, that this Release shall not apply to Employer’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 negligencenegligent, gross negligencegrossly 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 (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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesexecuted.

Appears in 2 contracts

Sources: Employment Agreement (Mariner Energy Resources, Inc.), Employment Agreement (Mariner Energy Inc)

Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BPL, BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or 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 Employee 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 AgreementReleasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BPL under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly 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 planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release by ExecutiveEmployee of any vested benefits under any pension, (ii) any claims that the Executive may have against the Company in respect retirement savings, deferred compensation, vacation, health care or other benefit plan 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 4BPL, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of BPLSC in which he was 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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Appears in 1 contract

Sources: Severance Agreement (Buckeye Partners L P)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive hereby fully releases Company SecureWorks and all of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures, and affiliates (and agents, representatives directors, officers, employees, representatives, and employees attorneys of such subsidiaries and affiliates) (collectively, the Company ReleaseesReleased Parties”), 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 unknown claims or demands Executive may have or may claim to have against any of them. Executive expressly waives any and all claims, whether asserted on an individual or class action basis, against the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementReleased Parties, 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 all claims arising out of any contract (contract, express or implied); , and whether executory or not, any covenant of good faith and fair dealing, express or implied, any tort (whether based on negligenceintentional or negligent, including claims arising out of the negligence or gross negligencenegligence by the Released Parties and claims of express or implied defamation by the Released Parties), or intentional conduct); or and any federal, state, or local lawother governmental statute, regulation, or ordinance, including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and Act, the Employee Retirement Income Security Older Workers Benefit Protection Act (“ERISAOWBPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Executive further releases any and all claims that Executive may have under state law and any other than benefits claim under federal law. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, SecureWorks and Executive agree that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waiving any claims that may arise in the future under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) or 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) claim for benefits under the agreements referenced in Section 4SecureWorks Inc. 401(k) Plan, the Comprehensive Welfare Benefits Plan, or the SecureWorks Inc. Retiree Medical Plan. Notwithstanding the foregoing, this release does not include and will not preclude: (iiia) rights to vested benefits under any applicable retirement and/or pension and/or deferred compensation plans; (b) rights under applicable equity plans and agreements; (c) claims that for unemployment compensation (which SecureWorks will not contest); (d) rights to defense, indemnification, and contribution, if any, from SecureWorks for actions taken by Executive in 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 course and the Company Releasees not to bring any claim against any of them in respect scope of Executive’s securities that are based on any alleged violation employment or consultancy with SecureWorks; (e) claims under applicable D&O insurance policies and/or (e) rights arising under or to enforce the terms of federal this Agreement or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Separation Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Sources: Separation Agreement (SecureWorks Corp)

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, successorsIn exchange for, and assignsin consideration of the commitments of the Company provided in Paragraph 1 of the First Release, andEmployee agrees to release the Company, any company that was or is directly or indirectly the parent or subsidiary of, related to or affiliated with respect to all such entitiesthe Company, their partnersany Company benefit plans and the employees, membersadministrators, shareholders, owners, officers, directors, attorneysfiduciaries, agents, representatives officers and employees (collectivelydirectors of any of them, the “Company Releasees”)and any predecessors, successors or assigns, 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 demands Employee 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 Executiverelating to Employee’s employment relationship with and service as an employee, officer or director of the Company or any Company Releasee, and the termination of such relationship or service (the “Release”)that employment. This Release includes, without limitationbut is not limited to, any claims arising out a release of any contract (express rights 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 claims 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 may have under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the Employee Retirement Income Security Act of 1974 or any other federal, state or local laws, regulations or orders. This also includes, but is not limited to, a release by Employee of any contractual or tort claims or other claims arising under common law including, but not limited to, any claims for wrongful discharge. This release covers both claims that Employee knows about and those he may arise after not know about prior to the date of the Second Release. This release, however, does not preclude Employee from enforcing the terms of this Agreement is executed by Executive, (ii) Second Release. This release does not include a release of any claims pension benefits for which Employee may be eligible under the terms of applicable benefit plans. Employee agrees and intends that the Executive foregoing release shall be construed in the broadest sense possible and shall be effective as a prohibition to all claims, charges, actions, suits, demands, obligations, damages, injuries, liabilities, losses, and causes of action of every character, nature, kind or description, known or unknown, and suspected or unsuspected that Employee 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 4and its agents, 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 Partnerssuccessors, L.P. or of any other Company Releasee (except that Executive covenants with Company assignees 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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesrepresentatives.

Appears in 1 contract

Sources: Separation Agreement (Exelis Inc.)

Complete Release. On behalf In consideration of Executive those payments and Executive’s heirs and assignsbenefits listed above which are payable only under this Agreement, Executive fully releases Company agrees to and its direct hereby does knowingly and indirectvoluntarily release and discharge the Company, past Western Union, their respective subsidiaries, Affiliates, and insurers, each of the foregoing entities' respective past, present and futurefuture agents, parentsexecutives, 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, ownersdirectors, officers, attorneys, employees, and the predecessors and successors of each of the foregoing entities, including the subsidiaries, Affiliates, and insurers, agents, executives, directors, officers, attorneys, agents, representatives and employees of any such predecessors and successors (collectively, the “Company Releasees”"Released Parties"), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) and demands of any kind and character (collectivelykind, “Claims”), whether known or unknown, that Executivewhich Executive has, his heirsever has had, executors, administrators, and assigns or ever in the future may have and which are based on acts, omissions or may claim events occurring up to have against any and including the date of this Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims related to Executive's employment arising under Title VII of the Company Releasees based upon facts occurring on or prior to Civil Rights Act of 1964, the date Executive signs this AgreementAmericans with Disabilities Act of 1990, including but not limited to any claims arising out the Family and Medical Leave Act of or in any way connected with or based upon Executive’s employment relationship with 1993, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and service as an employee, officer or director Retraining Notification Act of Company or any Company Releasee, and the termination of such relationship or service 1988 (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, "WARN Act") and the Age Discrimination in Employment Act and the Employee Retirement Income Security Act of 1967 (“ERISA”"ADEA"), each as amended, as well as any other than benefits federal, state or local employment or labor laws, wrongful discharge or other statutory employment law 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 term "Claims" is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive also agrees not to participate in any class, collective, representative or group action that may include any of the Claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Executive affirms that Executive is has been paid and/or has received all compensation, wages, bonuses, commissions, expense reimbursements, and/or benefits to which Executive may be entitled, except the Termination Payment referenced in subparagraph (a) of the "Payments and Benefits" paragraph of this Agreement. Executive affirms that Executive has been granted any leave to which Executive was entitled to under the terms Family and Medical Leave Act, or related state or local leave or disability accommodation laws. Executive further affirms that Executive has no known workplace injuries or occupational diseases not previously disclosed in writing to the Released Parties. Executive further acknowledges and agrees that she is not eligible for any severance payments or benefits under The Western Union Company Severance/Change in Control Policy (Executive Committee Level) (the "Severance Policy") upon Executive's termination of an ERISA planemployment with the Company. This Release In consideration for the payments and benefits hereunder, Executive therefore hereby waives any severance payments or benefits to which Executive may be entitled under the Severance Policy upon Executive's Termination Date. Notwithstanding the foregoing, Executive does not include (i) waive claims, causes of action or demands of any claims under the Age Discrimination in Employment Act kind to enforce this Agreement; claims, causes of action or demands 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 which are based on any alleged violation of federal acts or state securities law or breach of fiduciary duty arising before omissions occurring after the date that this Agreement is signed; or claims, causes of action or demands which by law cannot be released by private agreement between the employer and employee, including but not limited to any claim for any accrued benefits to which Executive signs has a non-forfeitable right under any ERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Agreement. Executive understands that this is Agreement waives a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesclaim which by law cannot be waived.

Appears in 1 contract

Sources: Separation Agreement (Western Union CO)

Complete Release. On behalf of Executive and Executive’s heirs and assignsagrees to release Unigraphics from all claims ---------------- or demands Executive may have against Unigraphics, 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 to, any claims arising out of related to Executive's employment with Unigraphics or in separation from that employment and any way connected with or based upon Executive’s employment relationship with claims for attorneys fees and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”)costs. This Release Agreement includes, without limitation, any claims arising out a release of any contract (express rights or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, 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 Employee Retirement Income Security Act 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 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 7 of Section III of this Agreement. This Agreement does not include a release of (“ERISA”)i) Executive's right, other than if any, to benefits that Executive is entitled to under any Unigraphics plan qualified under Section 401(a) of the terms of an ERISA plan. This Release does not include Internal Revenue Code, COBRA benefits pursuant to Internal Revenue Code section 4980B, or (iii) any rights or claims Executive may have under the Age Discrimination in Employment Act that may which 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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Sources: Employment Agreement (Unigraphics Solutions Inc)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive hereby fully releases Company SecureWorks and all of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures, and affiliates (and agents, representatives directors, officers, employees, representatives, and employees attorneys of such subsidiaries and affiliates) (collectively, the Company ReleaseesReleased Parties”), 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 unknown claims or demands Executive may have or may claim to have against any of them. Executive expressly waives any and all claims, whether asserted on an individual or class action basis, against the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementReleased Parties, 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 all claims arising out of any contract (contract, express or implied); , and whether executory or not, any covenant of good faith and fair dealing, express or implied, any tort (whether based on negligenceintentional or negligent, including claims arising out of the negligence or gross negligencenegligence by the Released Parties and claims of express or implied defamation by the Released Parties), or intentional conduct); or and any federal, state, or local lawother governmental statute, regulation, or ordinance, including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and Act, the Employee Retirement Income Security Older Workers Benefit Protection Act (“ERISAOWBPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Executive further releases any and all claims that Executive may have under state law and any other than benefits claim under federal law. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, SecureWorks and Executive agree that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waiving any claims that may arise in the future under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) or 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) claim for benefits under the agreements referenced in Section 4SecureWorks Inc. 401(k) Plan, the Comprehensive Welfare Benefits Plan, or the SecureWorks Inc. Retiree Medical Plan. Notwithstanding the foregoing, this release does not include and will not preclude: (iiia) rights to vested benefits under any applicable retirement and/or pension and/or deferred compensation plans; (b) rights under applicable equity plans and agreements; (c) claims that for unemployment compensation (which SecureWorks will not contest); (d) rights to defense, indemnification, and contribution, if any, from SecureWorks for actions taken by Executive in 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 course and the Company Releasees not to bring any claim against any of them in respect scope of Executive’s securities that are based on any alleged violation employment with SecureWorks; and/or (e) rights arising under or to enforce the terms of federal this Agreement or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Separation Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Sources: Separation Agreement (SecureWorks Corp)

Complete Release. On behalf of Executive hereby unconditionally and Executive’s heirs and assigns, Executive fully releases the Company and each of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates (and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates) (collectively, the “Company ReleaseesReleased Parties”), 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 unknown claims or demands Executive 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 Agreementthem (collectively, including but not limited to those specifically named below, the “Executive Released Claims”). Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Company Released Party arising out of (i) the LTIP and any other contract, express or implied, any covenant of good faith and fair dealing, express or implied; (ii) any tort (whether intentional or negligent, including claims arising out of the negligence or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director gross negligence of Company or any Company Releasee, Released Party and the termination claims of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or impliedimplied past or future defamation by any Company Released Party); any tort (whether based on negligence, gross negligence, or intentional conduct); or iii) any federal, statestate or other governmental statute, regulation or local lawordinance, including, without limitation, those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act and the Employee Retirement Income Security Act (“ERISA”)Genetic Information and Nondiscrimination Act. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, other than benefits Executive and the Company agree that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waiving any claims that may arise in the future under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by ExecutiveAct, (ii) any claims that the Executive may have against the Company in respect of claim for benefits under 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 4health and welfare or retirement benefit plans, or (iii) any future 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 or state securities law or breach of fiduciary duty arising before the date that the Executive signs Company’s obligations and agreements set forth in this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Sources: Separation and Release Agreement (Multimedia Games Holding Company, Inc.)

Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company BGH Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or 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 Employee 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 AgreementBGH Releasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company BGH Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BGH under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly 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 planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release 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 Employee of any vested benefits under any pension, retirement savings, deferred compensation, vacation, health care or other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any benefit plan of them BGH or BPLSC in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is which he was a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Appears in 1 contract

Sources: Severance Agreement (Buckeye GP Holdings L.P.)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive ▇▇▇▇▇ hereby fully releases the Company and all of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates (collectively, the “Company ReleaseesReleased Parties”), 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 unknown claims or demands ▇▇▇▇▇ may have or may claim to have against any of the Company Releasees based upon facts occurring them. ▇▇▇▇▇ expressly waives and opts out of all claims, whether asserted on an individual or prior to the date Executive signs this Agreementclass action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including but not limited to any claims arising out of the negligence or in gross negligence of any way connected with Released Party and claims of express or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or implied defamation by any Company ReleaseeReleased Party), 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, statestate or other governmental statute, regulation or local lawordinance, includingincluding those relating to employment discrimination, without limitationtermination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and Act, the Employee Retirement Income Security Older Workers Benefit Protection Act (“ERISAOWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. ▇▇▇▇▇ represents that he has not assigned to any other than benefits person any of such claims and that Executive he has the full right to grant this release. Notwithstanding any other provision herein, ▇▇▇▇▇ and the Company agree that ▇▇▇▇▇ is entitled to under the terms of an ERISA plan. This Release does not include waiving (ia) any claims that may arise under the Age Discrimination in Employment Act that may arise or COBRA after the date this Agreement is executed by Executive, executed; (iib) any claim for benefits under the Company’s health and welfare or other benefit plans; (c) any future claims based on the Company’s obligations and agreements set forth in this Agreement or in that certain Advisory Agreement by and between the Executive may have against Parties executed contemporaneously with this Agreement (the Company in respect “Advisory Agreement”); or (d) any future claim by ▇▇▇▇▇ for indemnification pursuant to the terms of the Company’s Continuing Obligations 's Certificate of Incorporation or Bylaws (as defined in Section 4or the constituent documents of any subsidiary of the Company) to the Executive (regardless of when such claims may arise) or for insurance coverage or recovery 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 liability insurance policy carried by the Company or for the benefits of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with its directors and officers. Company and the Company Releasees not to bring ▇▇▇▇▇ hereby acknowledge and agree that if any claim is asserted against ▇▇▇▇▇ (or ▇▇▇▇▇ otherwise becomes involved in any of them in respect of Executive’s securities that are based on any alleged violation of federal action, suit, investigation or state securities law proceeding) for which such indemnification or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this insurance coverage is a full and final releaseor may be available, with limitation, all known, unknown and suspected Claims ▇▇▇▇▇ shall be entitled to be represented by legal counsel (other than described the Company’s in-house counsel) at the Company’s expense. Such legal counsel shall be selected by the Company and may be outside counsel that also represents the Company or other related defendants (unless the Company’s outside counsel determines that it is appropriate for ▇▇▇▇▇ to be represented by separate counsel, in which case such separate counsel shall be selected by ▇▇▇▇▇ with the preceding sentence) reasonable approval of the Company). ▇▇▇▇▇ further agrees that he may have against will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company Releaseesor that is based on facts about which ▇▇▇▇▇ obtained personal knowledge while employed with the Company. ▇▇▇▇▇’▇ compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

Appears in 1 contract

Sources: Retirement Agreement (Ezcorp Inc)

Complete Release. On a. In exchange for the additional consideration offered by Company, as set forth in Section 1.e., g., h. and i. of this Agreement, Employee, on behalf of Executive Employee and Executive’s heirs and assignsEmployee's descendants, Executive fully releases Company and its direct and indirectancestors, past present and futuredependents, parentsheirs, subsidiariesexecutors, 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, directorsadministrators, attorneys, agents, representatives assigns, personal representatives, and employees successors, hereby covenants not to s▇▇ and voluntarily, unconditionally and fully releases, acquits, and forever discharges UNION and the Bank, and any of their respective parents, subsidiaries and affiliates, as well as the respective owners, trustees, directors, officers, agents, servants, employees, shareholders, representatives, agents, attorneys, assigns, and successors (collectively, collectively referred to as the “Company "Releasees”), ") with respect to and from any and all claims, demandswages, rights, agreements, contracts, stock plans, equity plans, covenants, actions, suits, causes of action, obligations, debts, expenses, attorneys' fees, damages, lossesjudgments, expensesorders, and liabilities and causes of action (including claims for attorneys’ fees) of any whatever kind and character (collectivelyor nature in law, “Claims”)equity, or otherwise, whether known or unknown, that Executiveor suspected or unsuspected, his heirswhich Employee has at any time heretofore owned or held against the Releasees, executorsincluding, administratorswithout limitation, 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 those arising out of or in any way connected with or based upon Executive’s Employee's employment relationship with and service as an employee, officer or director of the Company or Employee's termination of employment with the Company, or any Company Releaseeother transactions, occurrences, acts, or omissions or any loss, damage, or injury committed or omitted up to and including the date of Employee's execution of this Agreement, and the termination of such relationship or service (the “Release”). This Release includesincluding, without limitation, any claims arising out for breach of any contract (express or implied); any tort (whether based on negligencecontract, gross negligencelibel, slander, wrongful discharge, intentional infliction of emotional harm, or intentional conduct); other tort, or discrimination or harassment based upon any federal, state, or municipal statute or local lawordinance relating to discrimination in employment, including, including without limitation, limitation age discrimination under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the National Labor Relations Act, and the Employee Retirement Income Security Act (“ERISA”)Act. In signing this Agreement, other than benefits that Executive Employee is entitled to not releasing any claims which may arise under the terms of an ERISA planthis Agreement. This Release does not include (i) any claims under the Age Discrimination in Employment Act Employee acknowledges that may arise after the date this Agreement is executed constitutes a full settlement, release, and accord and satisfaction of all claims or potential claims by ExecutiveEmployee covered by the release provision of this Section 3, (ii) and all claims, rights and entitlements of Employee under all agreements, incentive plans, and stock and equity plans, including the Employment Agreement, the Continuity Agreement, the Union Bank & Trust Management Incentive Plan, the Union First Market Bankshares Corporation 2011 Stock Incentive Plan, the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated effective April 21, 2015, and all other plans or agreements. Employee also covenants not to s▇▇ or file any claims that the Executive may have complaint or claim 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) with 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 court based on any alleged violation of federal act or state securities law omission arising or breach of fiduciary duty arising before occurring prior to the date that the Executive signs Employee executes this Agreement, whether known or unknown at the time of execution. Executive understands that this is Employee also waives any right to recover in a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have civil suit or proceeding brought against any of the Company ReleaseesReleasees by any governmental agency (including the EEOC) or any other individual on Employee's behalf. Employee understands and acknowledges, however, that nothing herein shall preclude Employee from filing a charge of discrimination with the applicable state or federal agencies, to the extent permitted by law, but Employee shall be entitled to no monetary relief as a result thereof. b. As a condition of receiving the payments and benefits under this Agreement, Employee must, between the Separation Date and twenty-one days thereafter, sign, deliver to the Company, and not revoke, the Release attached as Exhibit B.

Appears in 1 contract

Sources: Severance Agreement (Union Bankshares Corp)