Covenant Not to S▇▇ Clause Samples

Covenant Not to S▇▇. A “covenant not to s▇▇” is a promise not to s▇▇ in court. This covenant differs from a general release of claims in that, besides waiving and releasing the claims covered by this Release, You represent and warrant that You have not filed, and agree that You will not file, or cause to be filed or maintained, any judicial complaint, lawsuit or demand for arbitration involving any claims You have released in this Release, and You agree to withdraw any judicial complaints, lawsuits or demands for arbitration You have filed, or were filed on your behalf, prior to the effective date of this Release. Still, You may s▇▇ to enforce this Release. You agree if You breach this covenant, then You must pay the legal expenses incurred by incurred by any Releasee in defending against your suit, including reasonable attorneys’ fees, or, at the Company’s option, return everything paid to You under this Agreement. In that event, the Company shall be excused from making any further payments or continuing any other benefits otherwise owed to You under paragraph 2 of this Agreement. Furthermore, You give up all rights to individual damages in connection with any administrative or court proceeding with respect to your employment with or termination of employment from, the Company. You also agree that if You are awarded money damages, You will assign your right and interest to such money damages (i) in connection with an administrative charge, to the relevant administrative agency; and (ii) in connection with a lawsuit or demand for arbitration, to the Company.

Covenant Not to S▇▇. (a) A “covenant not to s▇▇” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never s▇▇ the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to s▇▇, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments. (b) If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

Covenant Not to S▇▇. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (c) the provisions of this Article IV are void or unenforceable for any reason.

Covenant Not to S▇▇. Except as expressly set forth in Paragraph 5 below, Executive further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.

Covenant Not to S▇▇. Except as necessary to enforce the terms of this Severance Agreement, Employee covenants and agrees not to s▇▇ or otherwise assert a claim against the Company or the Releasees concerning any of the Claims released by the Employee pursuant to Section 4(d), including, without limitation, any matters arising out of the Employee’s employment with the Company. Except as necessary to enforce the terms of this Severance Agreement or the provisions of the Amended Employment Agreement specified in Section 3(a) above, the Company covenants and agrees not to s▇▇ or otherwise assert a claim against the Employee concerning any of the Claims released by the Company pursuant to Section 4(e), including, without limitation, any matters arising out of the Employee’s employment with the Company. In the event that any party hereto sues another or Employee sues a Releasee concerning any of the Claims released by this Severance Agreement, the party bringing suit shall (i) provide to the other parties or Releasee, as applicable, at least ten (10) days prior to filing suit, written notice of such suit or proceeding and a copy of the Complaint or other document by which such lawsuit is to be initiated; (ii) file the Complaint or other legal document by which the suit is commenced only in the United States District Court for the Northern District of Georgia or, if such Court does not have subject-matter jurisdiction, then in the Superior Court of F▇▇▇▇▇ County, Georgia, as the parties consent to personal jurisdiction in that county; and (iii) hold the sued party or Releasee, as applicable, harmless from any claim asserted in such lawsuit and indemnify the sued party or Releasee, as applicable, from all costs and expenses, including attorneys’ fees, arising from the defense of such claim. In the event that said suit is brought by the Employee, Employee shall be obligated to repay to the Company all of the amounts paid to Employee pursuant to Section 2, unless any suit is solely brought under the ADEA. Further, should any party s▇▇ or otherwise assert a claim against any of the other parties or Releasees, as applicable, the party suing agrees that injunctive relief is available to the parties or Releasees sued in addition to the legal relief described above and that any obligations under Section 2 shall cease.

Covenant Not to S▇▇. Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to Section 8(i)(i) above. If any Releasing Party violates the foregoing covenant, each of the Loan Parties, for itself and their successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys' fees and costs incurred by any Releasee as a result of such violation.

Covenant Not to S▇▇ a. To the fullest extent permitted by law, at no time subsequent to the Effective Date of this Separation Agreement will Employee pursue, or cause or knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Employee may now have, have ever had, or may in the future have against any of the Releasees, which is based in whole or in part on any matter covered by this Separation Agreement. b. Nothing in this section shall prohibit Employee from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable state agency. However, Employee understands and agrees that, by entering into this Separation Agreement, Employee is releasing any and all individual claims for relief. c. Nothing in this section shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Separation Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

Covenant Not to S▇▇. Employee also COVENANTS NOT TO S▇▇, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against Company or any of the released parties based upon any of the claims released in this Agreement.

Covenant Not to S▇▇. You agree that, except to the extent such right may not be waived by law, you will not commence any legal action or lawsuit or otherwise assert any legal claim seeking relief for any Claim released or waived under the Release of Claims provision above. This “covenant not to s▇▇” does not, however, prevent or prohibit you from seeking a judicial determination of the validity of your Release of Claims under the Age Discrimination in Employment Act (“ADEA”). In addition, this “covenant not to s▇▇” does not prevent or prohibit you from filing any administrative complaint or charge against the Releasees (or any of them) with any federal, state, or local agency, including, for instance, the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor, but you understand that by signing this Agreement, you will have no right to recover monetary damages or obtain individual relief of any kind in such proceeding with respect to Claims released or waived by this Agreement.