General Release and Covenant Not to ▇▇▇ Sample Clauses

General Release and Covenant Not to ▇▇▇. (a) Executive acknowledges and agrees that by carrying out the terms of this Agreement, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive hereby releases, discharges, and covenants not to ▇▇▇ the Company, its predecessors, successors, subsidiaries, affiliates, divisions, assigns, employees, officers, directors, shareholders, representatives, attorneys, and agents, collectively, separately, and severally (the “Company and its Representatives”), from or for any and all state, local or federal claims, causes of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; and the Americans with Disabilities Act; and claims of breach of contract, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of any and all expenses, including any costs and reasonable attorneys’ fees, associated with defending such action, and (ii) the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”).

General Release and Covenant Not to ▇▇▇. This GENERAL RELEASE AND COVENANT NOT TO ▇▇▇ (this “Release”) is executed and delivered by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III (the “Executive”) to RED ROCK RESORTS, INC. STATION CASINOS LLC. and STATION HOLDCO LLC (collectively, the “Company”). In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to Section 6 of the Employment Agreement between the Executive and the Company, dated as of [____________, 2016] (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

General Release and Covenant Not to ▇▇▇. (a) In consideration of the agreements of Lender contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article...

General Release and Covenant Not to ▇▇▇. Employee hereby releases and discharges Team and the Company Group, including its subsidiaries (past and present), business units, divisions, affiliates, successors, assigns, lessees, underwriters, insurers, stockholders, trustees, directors, officers, officials, managers, representatives, employees and agents from all legal, equitable, or administrative claims or any claims for wrongful discharge, discrimination, retaliation, harassment, breach of contract, intentional or negligent infliction of emotional distress, defamation, interference with employment related contract, or any other employment related cause of action based on federal, state, or local law or the common law, whether in tort or in contract that Employee may have against any of them from the beginning of time to the Effective Date of this Agreement. Employee agrees that this release includes, but is not limited to, any claims arising from Employee’s employment with and termination from Team, as well as all employment related claims for any form of compensation, severance, contract claims or privacy rights, or any other claims arising before the date this Agreement is signed. Employee represents that Employee has been paid in full all compensation of any form that was owed to Employee through the date this Agreement was signed. Employee agrees that this release includes any employment related claim Employee may have, including employment related claims of which Employee may not presently be aware. Subject to the Protected Rights (defined below), Employee promises not to ▇▇▇, file any sort of claim, or seek or receive monetary or other damages or relief regarding any of the claims released in this Agreement, whether the claim is filed by Employee or others.

General Release and Covenant Not to ▇▇▇. In return for the Consideration in Section 2(b), ▇▇▇▇▇▇▇▇ fully and forever discharges and releases the Company, its subsidiaries and affiliates, and each of their respective officers, directors, managers, employees, agents, attorneys and successors and assigns (collectively, the “FARO Companies”) from any and all claims or causes of action, known or unknown, for relief of any nature, arising on or before the date of this Agreement, which ▇▇▇▇▇▇▇▇ now has or claims to have or which ▇▇▇▇▇▇▇▇ at any time prior to signing this Agreement had, against the FARO Companies, including, but in no way limited to: any claim arising from or related to ▇▇▇▇▇▇▇▇’▇ employment by FARO or the termination of ▇▇▇▇▇▇▇▇’▇ employment with FARO, including but not limited to any claim under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981, the Americans With Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act (“EPA”), the Occupational Safety and Health Act (“OSHA”), the Florida Civil Rights Act and any and all other local, state, and federal law claims arising under statute or common law. ▇▇▇▇▇▇▇▇ also agrees not to file a lawsuit against any of the FARO Companies in connection with such released claims. ▇▇▇▇▇▇▇▇ agrees that if anyone makes a claim or undertakes an investigation involving him in any way, ▇▇▇▇▇▇▇▇ waives any and all rights and claims to financial recovery resulting from such claim or investigation. ▇▇▇▇▇▇▇▇ further represents that he has not assigned to any other person any of such claims, and that he has the full right to grant this release. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except those that cannot be released by law. By signing this Agreement, ▇▇▇▇▇▇▇▇ acknowledges that he is doing so knowingly and voluntarily, that he understands that he may be releasing claims he may not know about, and that he is waiving all rights he may have had under any law that is intended to protect him from waiving unknown claims. Notwithstanding the foregoing, nothing in this Section 3 shall affect ▇▇▇▇▇▇▇▇’▇ right to indemnification pursuant to Article 6 of the Company’s Amended and Restated Articles of Incorporation.

General Release and Covenant Not to ▇▇▇. In consideration of Nalco’s promises under this Separation Agreement, ▇▇. ▇▇▇▇▇▇▇ individually, and ▇▇. ▇▇▇▇▇▇▇’▇ successors, assigns, heirs, and agents, and each and all of them, hereby unconditionally and forever release, acquit, and discharge Nalco, its parents (including Nalco LLC), subsidiaries and affiliates, and each of their respective officers, directors, stockholders, employees, agents, and attorneys from any and all claims, demands, liabilities, and causes of action of every kind, nature and description whatsoever whether known or unknown, or suspected to exist, which ▇▇. ▇▇▇▇▇▇▇ ever had or may now have up to the date of signing this Agreement, against Nalco, or any of them, including, any claim arising out of or relating to (i) any aspect of ▇▇. ▇▇▇▇▇▇▇’▇ employment with Nalco, including the termination of such employment; (ii) any federal, state, local or other government statute, regulation or ordinance of any country, including but not limited to the following US laws, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, 29 U.S.C. sec. 621 et. seq. as amended by the Older Workers’ Benefit Protection Act of 1990, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and the Rehabilitation Act of 1973, The Worker Adjustment and Retraining Notification Act and (iii) the common law of the jurisdiction wherein ▇▇. ▇▇▇▇▇▇▇ resides or any other jurisdiction, including without limitation, intentional infliction of emotional distress, breach of contract and any claims for consequential and/or punitive damages for any reason. It is the intention of ▇▇. ▇▇▇▇▇▇▇ that in executing this Agreement ▇▇. ▇▇▇▇▇▇▇ is providing a General Release and that it shall be an effective bar to each and every claim, demand and cause of action, either known or unknown, for all acts, or omissions of Nalco occurring prior to and up to the date this Agreement is executed. This release includes but is not limited to: - any claims for assault, battery, wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other tort or common law claims; - any claim to challenge the enforceability of any provision of the Severance Agreement, including but not limited to the noncompetition, nondisclosure, and nonsolicitation provisions in the Severance Agreement; - any claims for the breach of any written, ...

General Release and Covenant Not to ▇▇▇. (a) The Executive hereby releases the Company and all of its past, present, and future affiliates, and its and their respective officers, directors, shareholders, members, employees, successors and assigns (collectively referred to herein as the “Releasees”), jointly and severally, from any and all claims, known or unknown, which the Executive or the Executive’s heirs, successors or assigns have or may have against any Releasee arising on or prior to the Termination Date and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to claims for wrongful discharge, accrued bonus or incentive pay, sexual harassment, the Age Discrimination in Employment Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Corporate Fraud and Criminal Fraud Accountability Act of 2002, and Sections 922(h)(1) and 1057 of the ▇▇▇▇-▇▇▇▇▇ Act, Workers Adjustment and Retraining Notification Act, the New York Human Rights Law, including New York Executive Law § 296, § 8-107 of the Administrative Code and Charter of New York City or any other federal, state, or local law. This release is for any and all claims, including but not limited to claims arising from and during the Executive’s employment relationship with Releasees or as a result of the termination of such relationship. Notwithstanding any provision contained in this Release Agreement, this release is not intended to interfere with the Executive’s right to file a charge with a governmental agency, including but not limited to the equal employment opportunity commission or any state or local fair employment practices agency, or other governmental regulatory agency or self-regulatory organization. However, by executing this Release Agreement, the Executive hereby waives the right to recover any relief in connection with any proceeding brought before such governmental agency or self-regulatory organization. This release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. The Executive relinquishes any right to future employment with the Company or any of the Releasees, and agrees not to seek future re-employment with ...

General Release and Covenant Not to ▇▇▇. [ ] (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (“Executive Related Parties”), in consideration for the amounts payable and benefits to be provided to Executive under that Amended and Restated Employment Agreement dated as of [ ], 2017, between ILG, Inc., a Delaware corporation (the “Company”), and Executive (the “Employment Agreement”), hereby covenants not to ▇▇▇ or pursue any litigation against, and waives, releases and discharges the Company, its Affiliates (as defined in the Employment Agreement), their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, managers, agents, assigns, representatives, trustees (in their official and individual capacities) or employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing, and each of their affiliates, predecessors, successors and assigns (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, actions, complaints, charges or causes of action whatsoever, of any and every kind and description, whether under common law, statute or otherwise, in law or in equity, whether known or unknown, accrued or not accrued, that Executive ever had, now have or shall or may have or assert as of the date of this General Release and Covenant Not to ▇▇▇ against the Releasees by reason of facts or omissions which have occurred on or prior to the date of this General Release and Covenant Not to ▇▇▇, including, without limitation, any complaint, charge or cause of action relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of any member of the Company or its Affiliates or the termination of such service, and including, without limitation, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the E...

General Release and Covenant Not to ▇▇▇. This GENERAL RELEASE AND COVENANT NOT TO ▇▇▇ (this “Release”) is executed and delivered by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”) to STATION CASINOS, INC., a Nevada corporation (the “Company”). In consideration of the agreement by the Company to provide the separation payments and benefits in Section 6 and Section 7 of the Employment Agreement between the Executive and the Company, dated as of May 20, 2003 (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows: