General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 10 contracts
Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good In consideration of the benefits provided to Borrower under the terms and valuable considerationprovisions hereof, the receipt and adequacy of which is Borrower hereby acknowledged, Iagrees as follows ("General Release"):
(a) Borrower, for myself itself and my successors, on behalf of its successors and assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Bank, its stockholdersall of Bank's predecessors in interest, and all of Bank's past and present officers, directors, employees, agents and attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, of every kind each as though fully set forth herein at length (each, a "Released Claim" and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has), that Borrower now has had or may have against any one or more acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released Parties Claims in any way arising out of, based upon connected with or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsany and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned Borrower, and the Companyany agreements, dated [Date] (the “CIC Agreement”) notes or documents of any kind related thereto or the rights of the undersigned transactions contemplated thereby or hereby, or any other agreement or document referred to enforce such obligations; herein or therein.
(b) any Borrower hereby acknowledges, represents and all obligations warrants to Bank as follows:
(i) Borrower understands the meaning and effect of Section 1542 of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.California Civil Code which provides:
Appears in 6 contracts
Sources: Credit Agreement (S&W Seed Co), Ex Im Working Capital Guarantee Credit Agreement (S&W Seed Co), Credit Agreement (S&W Seed Co)
General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claimsclaims (including claims for attorney’s fees), demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities or (ii) the Employment Agreement; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (ax) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement, (y) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (z) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 6 contracts
Sources: Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.)
General Release. For good Executive, on behalf of Executive and valuable considerationExecutive’s heirs, the receipt executors, administrators, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs hereby voluntarily, unconditionally, irrevocably and representatives (each, a "Releasing Party"), hereby release absolutely releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and its past, its stockholderspresent and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, employeesagents, agents and attorneys, insurers, benefit plans, benefit plan administrators, and all of their respective successorspredecessors, assigns, heirs successors and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demands, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities or obligationsof any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, pending suspected or not pending, liquidated or not liquidated, unsuspected of every kind and any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the "date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Claims") which the Releasing Party Parties, in each case, that Executive ever had, now has, has had or may hereafter have against any one Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or more other law, regulation, ordinance, constitutional provisions, executive order or other source of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentlaw; provided, however, that this General Release shall have no effect whatsoever upon: the Released Claims will not include (aA) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties Company under this Agreement or the obligation of the Company to defendpay the Severance Benefits, indemnify, hold harmless (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or reimburse the undersigned any of its affiliate’s governing documents or as otherwise agreed with Executive under the Indemnification Employment Agreement between the Company or any other agreement providing for indemnification rights, (C) any Claim under directors’ and the undersignedofficers’ insurance or other fiduciary or liability coverage, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant including with respect to insurance policies, if any, for acts any claims made or omissions threatened against Executive in the undersignedExecutive’s capacity as a director, manager, officer and/or or employee thereof; of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (cF) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all rights Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the undersigned may have Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to vested a governmental agency or accrued benefits regulatory entity if properly subpoenaed or entitlements otherwise required to do so under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylaw.
Appears in 5 contracts
Sources: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)
General Release. For good and a valuable consideration, the receipt and adequacy of which is are hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the undersigned does hereby release and forever discharge Comtech Telecommunications Corp. the “Releasees” hereunder, consisting of Corphousing Group Inc. (the "“Company"”), and its stockholderssubsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, directorsExecutives, employeesshareholders, agents and attorneysrepresentatives, lawyers, insurers, and their respective successorsall persons acting by, assignsthrough, heirs under or in concert with them, or any of them, of and representatives (each, a "Released Party"), individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, undersigned now has had or may hereafter have against the Releasees, or any one of them, by reason of any matter, cause, or more thing whatsoever from the beginning of time to the Released Parties date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon upon, or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to enforce such obligationsattorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (biii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and all obligations of the Released Parties to defendany claim for indemnification under California Labor Code Sections 2800 or 2802, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedand/or its parents, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiessubsidiaries or affiliate’s bylaws, and/or pursuant to articles or insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (civ) any and all rights the undersigned may have to vested be indemnified by the Company or accrued benefits any of its affiliates by operation of law or entitlements under pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and in accordance with any applicable planbetween the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, agreementBEING AWARE OF SAID LAWS, programHEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, awardAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, policy or arrangement of a Released Party.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 5 contracts
Sources: Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.)
General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Employment Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectlyalleged whistleblower status, related to the Company's business, my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims under the ADEA I may have against the Company that arise after the date I execute this General Release or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to ’s qualified benefit plans or arrangements as of or after my last day of employment with the Change in Control Agreement between the undersigned and Company or on any of the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all ’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEmployment Agreement.
Appears in 5 contracts
Sources: Employment Agreement (Devon Energy Corp/De), Management Agreement (Vaughan Foods, Inc.), Employment Agreement (Devon Energy Corp/De)
General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.
Appears in 4 contracts
Sources: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my for his heirs, executors, administrators, successors, and assigns, heirs does hereby irrevocably and representatives (eachunconditionally waive, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "discharge, Company"), its stockholderspast and present parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and its and their respective current and former employees, officers, directorsdirectors and agents (collectively, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all past or present claims, demands, causes of action, lawsuits, grievances, obligations, damages, expenses, attorneys’ fees, and liabilities of whatever kind or obligationsnature, known or unknownunknown (all hereinafter referred to as “Claims”), pending or not pendingwhich he ever had, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party now has, has had or may hereafter claim to have had, against any one or more of the Released Parties or any of them based on any events, facts or circumstances arising out ofat any time on or before the date of this Agreement, based upon or in any wayincluding but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, directly or indirectlyofficers, related directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any such individual is or was an employee, officer, director or agent of Company's business, my employment with or is or was serving at the request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the termination of such employment; provided, however, “Claim Limitation Caveat”). Executive agrees that this General Release shall have no effect whatsoever upon: general release of Claims includes, but is not limited to, (a) the Company's obligationsclaims of race, if anyage, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companygender, dated [Date] (the “CIC Agreement”) sexual orientation, religious or the rights national origin discrimination or any other legally protected status under Title VII of the undersigned to enforce such obligationsCivil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); and under any other federal, state or local laws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act; the California Fair Employment and Housing Act; the California Labor Code; the California Family Rights Act, the California Industrial Welfare Commission Wage Orders; the California Constitution; and the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the Board of Directors or actions taken by the directors on the Board of Directors or any of them as directors. Execution of this Agreement by Executive operates as a complete bar and defense against any and all obligations of Claims that may be made by Executive against the Released Parties or any of them, subject to defend, indemnify, hold harmless or reimburse the undersigned Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the Indemnification Agreement between the Company and the undersignedADEA, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement that regard Executive specifically acknowledges that Executive has read and understands the provisions of a Released PartySection 9 below before signing this Agreement.
Appears in 4 contracts
Sources: Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc)
General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt Parent and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.
Appears in 4 contracts
Sources: Loan and Security Agreement (Danimer Scientific, Inc.), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)
General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the agreement between the Employer and the Executive, dated August 14, 2009, (the “Letter Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Letter Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Letter Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Letter Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Letter Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Letter Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 4 contracts
Sources: Letter Agreement (Penn Millers Holding Corp), Letter Agreement (Penn Millers Holding Corp), Employment Agreement (Penn Millers Holding Corp)
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the "Company"“Corporation Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Corporation Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Corporation Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCorporation Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Executive under this Waiver and Release of Claims and under the Agreement;
(b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Corporation Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Corporation Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Corporation Affiliated Group.
Appears in 3 contracts
Sources: Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp)
General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent, its stockholderseach Lender, and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "“Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent, Lenders and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.
Appears in 3 contracts
Sources: Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp)
General Release. For good (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and valuable considerationeach of his, the receipt her or its past, present and adequacy of which is hereby acknowledgedfuture Affiliates, Ifirms, for myself corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and my successors, assigns, heirs and representatives assigns (each, a "“Releasing Party"” and, collectively, the “Releasing Parties”), hereby release absolutely, unconditionally and irrevocably releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), its stockholdersformer, officerspresent and future Affiliates, directorsparent and subsidiary companies, employeesjoint ventures, agents predecessors, successors and attorneysassigns (including Purchaser and its Affiliates), and their respective successorsformer, assignspresent and future Representatives, heirs investors, stockholders, members, partners, insurers and representatives indemnitees (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities or obligationsDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, pending whether fixed or not pendingcontingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which such Releasing Parties, or any of every kind and nature whatsoever (collectivelythem, the "Released Claims") which the Releasing Party has, has ever have had or ever in the future may have against any one or more of the Released Parties arising out ofParties, or any of them, and which are based upon on acts, events or in any way, directly or indirectly, related omissions occurring up to and including the Company's business, my employment with Closing (the Company or the termination of such employment“Released Claims”); provided, however, that this General Release the foregoing release shall have no effect whatsoever uponnot release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (ai) the Company's obligationsSellers under this Agreement or any written agreement entered into by such Seller and any of Purchaser, the Company or their Affiliates in connection with this Agreement; or (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Operating Agreement (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if anyany Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, director, manager, member or employee of the Company with respect to pay CIC Payments pursuant any act, omission, event or transaction occurring on or prior to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Closing.
(b) any and all obligations Without limiting the generality of Section 7.4(a), with respect to the Released Parties to defendClaims, indemnifyeach Seller, hold harmless on behalf of himself, herself or reimburse itself and each Releasing Party, hereby expressly waives all rights under any Law or common law principle in any applicable jurisdiction prohibiting or restricting the undersigned under waiver of unknown claims. Notwithstanding any such Law or common law principle in any applicable jurisdiction, and for the Indemnification Agreement between the Company purpose of implementing a full and the undersigned, and/or under applicable law and/or under the respective charters complete release and by-laws discharge of the Released Parties, and/or pursuant each Seller, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to insurance policiesinclude in its effect all claims which such Seller or any Releasing Party does not know or suspect to exist in his, if anyher or its favor against any of the Released Parties (including unknown and contingent claims), for acts or omissions in and that the undersigned’s capacity as a director, officer and/or employee thereof; and foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein).
(c) Each Seller, on behalf of himself, herself or itself and each Releasing Party, acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Seller, on behalf of himself, herself or itself and each Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all rights Released Claims without regard to the undersigned may have to vested subsequent discovery of existence of such different or accrued benefits additional facts.
(d) Each Seller, on behalf of himself, herself or entitlements under itself and in accordance with each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not and will not assign or transfer any applicable plan, agreement, program, award, policy Released Claim or arrangement of a possible Released Claim against any Released Party. Each Seller, on behalf of himself, herself or itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any Liabilities, Damages, costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer.
(e) Each Seller, on behalf of himself, herself or itself and each Releasing Party, covenants and agrees not to, and agrees to direct his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Proceeding of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims. Each Seller acknowledges that the foregoing release was separately bargained for and is a key element of this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger (TILT Holdings Inc.), Merger Agreement
General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Severance Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectly, related alleged whistleblower status (to the Company's businessfullest extent those claims may be released under applicable law), my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims I may have against the Company that arise after the date I execute this General Release, or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and ’s qualified benefit plans or arrangements as of or after my last day of employment with the Company, dated [Date] (the “CIC Agreement”) or the rights on any of the undersigned to enforce such obligations; (b) any and all Company’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySeverance Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De)
General Release. For good Effective upon and valuable considerationsubject to the occurrence of the Closing, the receipt Releasing Party, each on behalf of itself and adequacy of which is hereby acknowledged, I, for myself and my its successors, assigns, heirs and representatives (eachaffiliates, a "Releasing Party")representatives, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")administrators, its stockholdersexecutors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and attorneysirrevocably release, waive and their forever discharge: (i) each of the Releasee and (ii) each of the Releasee’s respective past and present successors, assigns, heirs affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, attorneys, financial advisors, authorized persons, accountants and representatives agents (each, a "Released Party"the Persons set out in clauses (i)-(ii), individually and collectively, collectively the “Released Parties”) from any and all claims, allegations, obligations, suits, judgments, damages, costs, attorneys’ fees, demands, debts, rights, causes of action, choses in action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or obligationsrelated in any way to: (A) the Existing Second Lien Notes, (B) the Agreement, or (C) the Restructuring Transactions; in each case whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, pending foreseen or not pendingunforeseen, liquidated in law, equity, or not liquidatedotherwise, of every kind and nature whatsoever that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (collectively, the "“Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentMatters”); provided, however, that this General Release the foregoing shall have no effect whatsoever upon: not be deemed to release, affect, limit, waive or modify in any manner (a1) any Claim based in whole or part on any act, omission, transaction, event, or other occurrence taking place on or after the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Closing Date] ; (the “CIC Agreement”2) or the rights of the undersigned such Releasing Party to enforce such obligationsthe Agreement and the Restructuring Documents delivered or executed in connection therewith against the Persons who executed the Agreement or any of the Restructuring Documents, as applicable; (b3) any and all obligations Claims that cannot be waived or released by operation of the Released Parties to defend, indemnify, hold harmless Applicable Law; or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c4) any and all rights the undersigned may have to vested act or accrued benefits or entitlements under and in accordance with omission arising out of any applicable plan, agreement, program, award, policy or arrangement of a Released Party’s fraud, gross negligence, or willful misconduct.
Appears in 3 contracts
Sources: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)
General Release. For good Employee may elect to increase the benefits provided under Section 8.2(b) and valuable consideration, Section 8.4(b) by delivering to the receipt and adequacy Company a general release of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives all claims including substantially the following terms (each, a "Releasing Party"“Release”), hereby .
(a) Employee would release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, officers, directors, employees, agents and attorneys, stockholders and each of their respective successors, assigns, heirs representatives and representatives (each, a "Released Party"), individually assigns from all claims and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, demands of every kind and nature whatsoever (collectivelynature, the "Released Claims") which the Releasing Party hasknown and unknown, has had or may have against suspected and unsuspected, disclosed and undisclosed, and for any one or more and all damages actual and consequential, past, present and future, and all other forms of the Released Parties relief arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company or up to and as of the termination date of such employmenttermination; provided, however, that this General (i) nothing in the Release shall have no effect whatsoever upon: would release the Company from its obligations to indemnify, defend and hold harmless Employee as an agent of the Company pursuant to the Company’s Certificate of Incorporation and Bylaws, any indemnification agreement, any insurance policy pertaining to liability of officers and directors and applicable law; and (ii) nothing in the Release would relieve the Company from its obligations under stock option or stock purchase agreements between Employee and the Company; and
(b) Employee’s obligations pursuant to clause (a) above would be subject to the Company's obligations’s release of Employee, if anyhis agents, heirs, executors, representatives and permitted assigns from all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, and for any and all damages actual and consequential, past, present and future, and all other forms of relief arising out of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company up to pay CIC Payments and as of the date of termination; provided, however, that nothing would release Employee from his obligations pursuant to the Change Proprietary Rights Agreement. If Employee signs and delivers the Release, but the Company does not sign and deliver the signed release including substantially the terms set forth in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; clause (b) any above within fifteen (15) days following such delivery by Employee, the Release will be null and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company void and the undersigned, and/or under applicable law and/or under the respective charters period set forth in Section 8.2(b) and by-laws of the Released Parties, and/or pursuant to insurance policies, Section 8.4(b) will be extended as if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Release had been signed and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partydelivered by Employee.
Appears in 3 contracts
Sources: Employment Agreement (Omniture, Inc.), Employment Agreement (Omniture, Inc.), Employment Agreement (Omniture, Inc.)
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Employment Agreement, dated as of , 20 , to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the receipt “Company”) and adequacy (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of which is hereby acknowledgedbinding the Executive and the Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Company and its parents, subsidiaries and affiliates (collectively, the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Company Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned Executive under this Waiver and Release of Claims and to enforce such obligations; severance payments and benefits under Section 5 of the Agreement;
(b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination;
(c) the right of the Executive to receive benefits required to be paid in accordance with applicable law;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or charter of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for accrued or vested benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Company Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Company Affiliated Group; and
(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.
Appears in 2 contracts
Sources: Employment Agreement (Corrections Corp of America), Employment Agreement (Corrections Corp of America)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for on behalf of myself and my successorsRepresentatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE GLOBAL(X), hereby release NORTH POINT MINISTRIES OR THE 410 BRIDGE, INC., and forever discharge Comtech Telecommunications Corp. churches or other charitable organizations cooperating in the Service Trip, and all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholdersand the respective members, directors, officers, directorstrustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "“Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MY PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO ME, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of myself and my Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.
Appears in 2 contracts
Sources: Team Agreement, Team Agreement
General Release. For good Each of Borrower and valuable considerationGuarantors, the receipt on behalf of itself and adequacy on behalf of which is hereby acknowledgedits Subsidiaries, I, for myself and my successors, assigns, heirs legal representatives and representatives financial advisors (eachcollectively, a "the “Releasing Party"Parties”), hereby release releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges Agent, the "Company"), its stockholdersLenders and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "the “Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant on or before the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of the same arising from or related to insurance policiesanything done, if anyomitted to be done, for acts or omissions allowed to be done by any of the Released Parties and in any way connected with this Amendment, the undersigned’s capacity as Forbearance Agreement, or any of the Loan Documents, any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a director, officer and/or employee thereof; and (ccourt or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all rights similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, and that the undersigned may agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to vested signing this release, or accrued benefits or entitlements under had an opportunity to obtain such counsel and in accordance knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with any applicable plan, agreement, program, award, policy or arrangement the intention of a fully and finally extinguishing all Released PartyMatters.
Appears in 2 contracts
Sources: Forbearance Agreement and Credit Agreement (Aerocentury Corp), Forbearance and Credit Agreement Amendment (Aerocentury Corp)
General Release. For good Effective as of the Effective Date, each of LBHI, Bancorp, LCPI, LBCS, Luxco and valuable considerationLBSF, the receipt as well as LBHI on behalf of all other subsidiaries of LBHI controlled by LBHI (other than Aurora Bank, FSB and adequacy its subsidiaries), on behalf of which is hereby acknowledgeditself and on behalf of its predecessors, I, for myself and my successors, assigns, heirs subrogees, agents and representatives representatives, and the heirs, executors, administrators and assigns thereof in their capacities as such (eachcollectively, a "the “Releasing Party"Parties”), hereby release unequivocally, irrevocably and unconditionally releases, remises, acquits, and forever discharge Comtech Telecommunications Corp. (discharges, waives and renounces, for the "Company"), its stockholders, officers, directors, employees, agents benefit of Woodlands and attorneyseach direct or indirect subsidiary of Woodlands, and their respective successorspredecessors, assignssuccessors and assigns (collectively, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectivelyas the case may be, from and of, and hereby covenants not to ▇▇▇ or institute or prosecute or aid in the institution or prosecution of any action or suit (at law, in equity or otherwise) against any of the Released Parties with respect to, any and all actions, suits and causes of action, at law or in equity, based on contract, tort (including, without limitation, gross negligence or intentional misconduct), statute or otherwise, debts, commissions, duties, fees, liens, commitments, contracts, agreements, promises, claims, demands, causes of actiondamages, losses, costs, expenses, liabilities and obligations (whether pecuniary or obligationsnot, known including obligations to perform or unknown, pending forebear from performing acts or not pending, liquidated or not liquidatedservices), of every any kind and or nature whatsoever (collectivelywhatsoever, the "Released Claims") whether accrued or fixed, absolute or contingent, matured or unmatured, determined or undetermined, which the such Releasing Party has, has ever had or hereafter can, shall or may have from the beginning of time against any one Released Party and that has arisen or more hereafter may arise out of or by reason of actions, omissions or events occurring, or circumstances existing, on or prior to March 31, 2010 (collectively, “Claims”), except for the Claims (including Claims arising under the agreements and instruments identified on Attachment A hereto) arising out of or by reason of actions or omissions occurring, or circumstances existing, not known to LBHI (including the subsidiaries of LBHI) on the date hereof. For the avoidance of doubt, it is understood and agreed that the Releasing Parties are not releasing hereunder any claims (whether now existing or hereafter arising) against the Released Parties arising out ofunder the Settlement Agreement or any agreement, based upon instrument or document referred to in any waythe Settlement Agreement as implementing the provisions of the Settlement Agreement (including, directly or indirectlywithout limitation, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”New TAA) or the rights any claims arising out of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a directoror events occurring, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plancircumstances first coming about, agreementafter March 31, program, award, policy or arrangement of a Released Party2010.
Appears in 2 contracts
Sources: Settlement Agreement (Lehman Brothers Holdings Inc), Settlement Agreement
General Release. For good and valuable consideration, This General Release Agreement (the receipt and adequacy of which “General Release”) is hereby acknowledgedexecuted and entered into by (the “Executive”) in consideration of the payments and benefits to be made under that certain Change in Control Agreement, Idated , for myself (the “Agreement”), between the Executive and my successorsRand Capital Corporation (the “Company”). The Executive, on behalf of himself and his heirs, executors, administrators and assigns, heirs hereby releases and representatives forever discharges the Company and each of its subsidiaries, affiliates and investees (each, a "Releasing Party"the “Company Affiliated Group”), hereby release their present and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pendingunsuspected which the Executive, liquidated individually or not liquidatedas a member of a class, of every kind and nature whatsoever now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (collectively, the "“Released Claims") which ”). For avoidance of doubt, and without limiting the Releasing Party has, has had or may have against any one or more broad nature of the Released Claims, this General Release releases the Company Released Parties from any and all claims: (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the New York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the New York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Article 23-A of the New York State Corrections Law, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) claims under which may be legally waived and released, and any and all claims under any whistleblower laws or whistleblower provisions of other laws. The Executive further affirms that as of the date of this General Release shall have he has been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, and/or benefits to which he may be entitled and that no effect whatsoever uponother leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the Change in Control Agreement. The Released Claims do not include any claim: (a) that arises exclusively after the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC date Executive executes this Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued rights under any of Company’s employee benefit or compensation plans; (c) that cannot be released under law, such as claims for statutory unemployment benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy workers’ compensation benefits; or arrangement (d) for indemnification as a former officer or director of a Released Partythe Company.
Appears in 2 contracts
Sources: Change in Control Agreement (Rand Capital Corp), Change in Control Agreement (Rand Capital Corp)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Officer under the Change in Control Severance Agreement between the Employer and the Officer, dated ________________ (the “Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IOfficer, for myself himself and my successorson behalf of each of the Officer's heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"), the “Releasors”) hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasOfficer's employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Officer's service in any and all of such employmentrelevant capacities, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth herein shall have no effect whatsoever upon: not apply to (aiv) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights payment and/or benefit obligations of the undersigned Employer under the Agreement, and (v) any claims Officer, may have under any plans or programs not covered by the Agreement in which Officer participated and under which Officer has accrued and become entitled to enforce such obligations; (b) a benefit. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits the Employer makes and provides as required by the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any of its affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Officer's employment relationship under the Indemnification Agreement between the Company and the undersignedOfficer's service as an employee, and/or under applicable law and/or officer or director of the Employer under the respective charters and by-laws of Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Sterling Banks, Inc.), Change in Control Severance Agreement (Sterling Banks, Inc.)
General Release. For good As a condition of receiving the Separation Benefits, you, on your own behalf and valuable considerationon behalf of your successors, the receipt and adequacy of which is hereby acknowledgedheirs, Ibeneficiaries, for myself and my successorsagents, assigns, heirs and representatives (eachrepresentatives, a "Releasing Party")voluntarily agree to waive and release the Company and its parents, hereby release subsidiaries, predecessors, affiliated entities, successors and forever discharge Comtech Telecommunications Corp. (assigns, together with each of those entities’ respective employee benefit plans and programs and the "Company")administrators and fiduciaries of such plans and programs, its stockholderscurrent and former owners, officers, directors, partners, employees, agents agents, representatives, fiduciaries, insurers and attorneysreinsurers and administrators, and both individually or in their respective successorsbusiness capacity (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually and collectively, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, liabilities or grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state, provincial or federal law, equity or otherwise, whether known or unknown to you (collectively, the ”Claims”), which you now own or holds or have at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected: (collectively, the "Released Claims"1) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my of your employment with the Company or any of its affiliates or the termination of such employment; (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Releasees, or any of them, committed or omitted on or before the date this Agreement is executed by you; and/or (3) relating to the enforceability or reasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (defined in Section 6(a) below) or in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all indemnification obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and its affiliates as set forth in Section 9 of this Agreement. Also, without limiting the undersigned, and/or under applicable law and/or under the respective charters and by-laws generality of the Released Partiesforegoing, and/or pursuant you specifically release Releasees from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in this Agreement, you retain the right to insurance policiesfile a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), if anythe National Labor Relations Board (NLRB), for acts the Occupational Safety and Administration Board (OSHA), the Securities and Exchange Commission (SEC), or omissions any other federal, state or local civil rights agency or to participate in the undersigned’s capacity investigation of such charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any damages awarded under any class action, EEOC charge, or state civil rights agency complaint or as a directorresult of any federal, officer and/or employee thereof; state or local administrative agency action. Additionally, nothing in this Agreement prohibits or restricts you from filing a charge or complaint with the Securities and Exchange Commission (c) SEC), the Financial Industry Regulatory Authority (FINRA), or any and all rights the undersigned may have other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to vested or accrued benefits or entitlements under and in accordance communicate with any applicable plan, agreement, program, award, policy securities regulatory agency or arrangement of authority or otherwise participate in any investigation or proceeding that may be conducted by any governmental agency in connection with reporting a Released Partypossible securities law violation without notice to the Company. This Agreement does not limit your right to receive an award for information provided to the SEC staff or any other securities regulatory agency or authority.
Appears in 2 contracts
Sources: Separation Agreement (Restaurant Brands International Inc.), Separation Agreement (Restaurant Brands International Limited Partnership)
General Release. For and in consideration of the severance payments and other benefits provided in Section 6(d) of the Employment Agreement, dated May 17, 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (the “Company”) and myself, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for and on behalf of myself and my successorsheirs, administrators, executors, and assigns, heirs and representatives (eacheffective the date hereof, a "Releasing Party"), do hereby release fully and forever release, remise and discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssuccessors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Company, together with their respective officers, directors, employeespartners, shareholders, members, managers, employees and agents and attorneys(collectively, and their respective successors, assigns, heirs and representatives (each, a "Released Party"the “Group”), individually and collectively, from any and all Claims (as defined below) which I had, may have had, or now have against the Company and/or any other member of the Group, for or by reason of any matter, cause or thing whatsoever, including any Claim arising out of or attributable to my employment or the termination of my employment with the Company, including but not limited to Claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. This release of Claims includes, but is not limited to, all Claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. As used in this Release, the term “Claims” shall include all claims, demandscovenants, warranties, promises, undertakings, actions, suits, causes of action, liabilities or obligations, known or unknowndebts, pending or not pendingattorneys’ fees, liquidated or not liquidatedaccounts, judgments, losses and liabilities, of every whatsoever kind and nature whatsoever (collectivelyor nature, the "Released Claims") which the Releasing Party hasin law, has had equity or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyotherwise.
Appears in 2 contracts
Sources: Employment Agreement (24/7 Real Media Inc), Employment Agreement (24/7 Real Media Inc)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ieach of the Borrowers and the other Loan Parties, for myself on behalf of themselves and my successorstheir agents, assignsrepresentatives, heirs officers, directors, advisors, employees, Subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to ▇▇▇ or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Administrative Agent, any Lender, any Issuing Bank and any other Secured Party (the "Company"“Lender Parties”) in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), its stockholders, and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successors, assigns, heirs and other representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), in each case, based in whole or in part on facts, whether or not now known, which occurred before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby, or any actions or omissions in connection therewith, in each case prior to the date hereof, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Loan Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, prior to the date hereof. In entering into this Amendment, the Borrowers and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. For the avoidance of doubt, nothing in this Section 13 shall be construed to release any claim, action or cause of action which the Releasing Party has, has had or any Releasor may have against any one or more of the Released Parties arising out of, based upon of this Amendment or in the transactions contemplated hereby or with respect to any way, directly actions or indirectly, related to events occurring on or after the Company's business, my employment with the Company or date hereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Credit Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Loan Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 2 contracts
Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date of this Agreement, that relate to, arise out of or otherwise are in connection with this Agreement or the transactions contemplated hereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 4.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee.
(b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 4.07(a) hereof; provided that this Section 4.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.
Appears in 2 contracts
Sources: Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.), Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.)
General Release. For good (a) As of the date of this Agreement, each Credit Party that is a party hereto and valuable considerationthe U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), to the fullest extent permitted by law, hereby release releases, and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Administrative Agent, each Lender and each of its stockholdersor their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, agents and attorneysthe successors and assigns of the foregoing (collectively, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all claims, demandsactions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or obligationscharacter whatsoever, known or unknown, pending contingent or not pendingmatured, suspected or unsuspected, anticipated or unanticipated, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelyclaimed or unclaimed, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon in contract or in any waytort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, related to the Company's businessLoans, my employment with the Company Loan Documents, the Obligations, the Collateral or the termination of such employment; providedthis Agreement, howeverin each case, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationswhich existed, if any, to pay CIC Payments pursuant arose or occurred at any time prior to the Change in Control Agreement between date of this Agreement, including, without limitation, the undersigned and the Companynegotiation, dated [Date] (the “CIC Agreement”) execution, performance or the rights enforcement of the undersigned to enforce such obligations; (b) Loan Documents and this Agreement, any and all obligations claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any of the Released Parties, and/or pursuant arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to insurance policiesthe date of this Agreement, if anyall of which are released by the provisions hereof in favor of the Released Parties.
(b) Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Agreement, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for acts or omissions in connection with the undersigned’s capacity Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as a director, officer and/or employee thereof; and provided in this Agreement.
(c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Agreement, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all rights dealings in connection therewith.
(d) In making the undersigned may have to vested or accrued benefits or entitlements under and releases set forth in accordance with this Agreement, each Releasor acknowledges that it has not relied upon any applicable plan, agreement, program, award, policy or arrangement representation of a any kind made by any Released Party.
(e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Agreement shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.
Appears in 2 contracts
Sources: Fourth Lender Forbearance Agreement and Amendment No. 6 to Credit Agreement (GTT Communications, Inc.), Third Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement (GTT Communications, Inc.)
General Release. For good Effective as of the Closing:
(a) Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "“Seller Releasing Party"” and, collectively, the “Seller Releasing Parties”), hereby release acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharge Comtech Telecommunications Corp. discharges each of the Company, its present and former Affiliates (the "Company"including Purchaser), its stockholderspredecessors, officers, directors, employees, agents successors and attorneysassigns, and their respective successorsdirectors, assignsofficers, heirs stockholders, members, partners, agents and representatives employees (each, a "Released Party"), individually and collectively, the “Seller Released Parties”) of and from any and all claimscommitments, demandsProceedings, debts, counterclaims, causes of action, liabilities demands, Losses and compensation of every kind or obligationsnature whatsoever, past, present or future, at law, in equity or otherwise, whether known or unknown, pending whether contingent or not pendingabsolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of every kind law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Seller Releasing Parties, or any of them, ever have had, or ever in the future may have against the Seller Released Parties, or any of them, and nature whatsoever which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Seller Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors, such Seller Releasing Party’s rights or status as a stockholder of the Company or any of its present or former Affiliates or predecessors (collectively, the "“Seller Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment”); provided, however, that nothing in this General Release Section 5.4 shall release, acquit, or discharge, and the term “Seller Released Claims” shall not include, in any respect (i) any rights that a Seller Releasing Party may have no effect whatsoever upon: (a) under this Agreement, the Company's obligationsCVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, if any, to pay CIC Payments the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Change in Control Agreement between CVR Agreement, (ii) any rights that a Seller Releasing Party may have or bring arising under the undersigned and Organizational Documents (excluding the Series A Certificates of Designation) of the Company, dated [Date] or any rights of indemnification or constitution of law or in equity, (iii) any rights that a Seller Releasing Party, including for the “CIC Agreement”avoidance of doubt, any current or former member of the board of the Company appointed by such Seller Releasing Party, may have under the Company’s statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof, (iv) any rights that the Deerfield Entities may have under the Exchange Agreement or the Exchange Registration Rights Agreement or (v) any rights that any Deerfield Entity may have in connection with its ownership of the undersigned Additional Shares. Each Seller, on its behalf and, to enforce such obligations; (b) the fullest extent permitted by applicable Law, on behalf of its Seller Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but each Seller, on its behalf and on behalf of the Seller Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all obligations Seller Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Released Parties to defendSeller Releasing Parties, indemnify, hold harmless or reimburse being aware of and advised concerning the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws legal effect of the Released Partiesprovisions of the below cited provision in California Civil Code Section 1542, and/or pursuant to insurance policieshereby expressly, if anyknowingly, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) intentionally waive any and all rights the undersigned which it or they have or may have under the provisions of said Section 1542 or any similar Law, with respect to vested the Seller Released Claims:
(b) Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates (including Purchaser and, following the Closing, the Company, and following the Effective Time, the Surviving Corporation), heirs, legal representatives, successors and assigns (each, a “Parent Releasing Party” and, collectively, the “Parent Releasing Parties”), hereby acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharges each Seller, its present and former Affiliates, predecessors, successors and assigns, and their respective directors, officers, stockholders, members, partners, agents and employees (collectively, the “Parent Released Parties”) of and from any and all commitments, Proceedings, debts, counterclaims, causes of action, demands, Losses and compensation of every kind or accrued benefits nature whatsoever, past, present or entitlements future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Parent Releasing Parties, or any of them, ever have had, or ever in the future may have against the Parent Released Parties, or any of them, and which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Parent Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors (collectively, the “Parent Released Claims”); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term “Parent Released Claims” shall not include, in any respect any rights that a Parent Releasing Party may have under this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement or the CVR Agreement. Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Parent Releasing Parties, acknowledges that it may hereafter discover facts in accordance addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but Parent, on its behalf and on behalf of the Parent Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Parent Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, Parent, on its behalf and, to the fullest extent permitted by applicable planLaw, agreementon behalf of its Parent Releasing Parties, programbeing aware of and advised concerning the legal effect of the provisions of the below cited provision in California Civil Code Section 1542, awardhereby expressly, policy knowingly, and intentionally waive any and all rights which it or arrangement they have or may have under the provisions of a said Section 1542 or any similar Law, with respect to the Parent Released Claims:
(c) Each Seller represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Seller Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Seller Releasing Parties not to) assign any Seller Released Claim or possible Seller Released Claim against any Seller Released Party, (ii) fully intends to release all Seller Released Claims against the Seller Released Parties, including, without limitation, unknown and contingent Seller Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof.
(d) Parent represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Parent Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Parent Releasing Parties not to) assign any Parent Released Claim or possible Parent Released Claim against any Parent Released Party, (ii) fully intends to release all Parent Released Claims against the Parent Released Parties, including, without limitation, unknown and contingent Parent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof.
(e) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Seller Released Parties with respect to any Seller Released Claims.
(f) Parent covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Parent Released Parties with respect to any Parent Released Claims.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Spectrum Pharmaceuticals Inc), Securities Purchase Agreement (Flynn James E)
General Release. a. For good and valuable considerationin consideration of the payments and benefits hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a "Released Party"hereinafter collectively referred to as the “Releasees”), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or obligationsyour heirs, known or unknownexecutors, pending or not pendingadministrators, liquidated or not liquidatedsuccessors and assigns ever had, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had now have or may have against the Releasees or any one of them, in law, admiralty or more of the Released Parties arising out equity, whether known or unknown to you, for, upon, or by reason of, based upon any matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in any way, directly relationship to your employment or indirectly, related to the Company's business, my employment other service relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates; providedprovided that such released claims shall not include any claims to enforce your rights under, howeveror with respect to, that this General Release shall Agreement or any claim you have no effect whatsoever upon: to indemnification from the Company (such released claims are collectively referred to herein as the “Released Claims”).
b. Notwithstanding the generality of clause (a) above, the Company's obligationsReleased Claims include, if anywithout limitation, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (bi) any and all obligations claims under Title VII of the Released Parties to defendCivil Rights Act of 1964, indemnifythe Age Discrimination in Employment Act of 1967, hold harmless or reimburse the undersigned under Civil Rights Act of 1971, the Indemnification Agreement between Civil Rights Act of 1991, the Company Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and the undersignedMedical Leave Act of 1993, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the undersigned may common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.
c. You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to vested consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or accrued agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one days to consider whether you want to sign this Agreement and that the Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any payments or benefits or entitlements due you under this Agreement until such seven (7) day revocation period (the “Revocation Period”) has passed and in accordance with any applicable planthen, agreementonly if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, program, award, policy or arrangement you hereby acknowledge that your decision to execute this Agreement prior to the expiration of a Released Partysuch twenty-one (21) day period was entirely voluntary.
Appears in 2 contracts
Sources: Retirement Agreement (Mortons Restaurant Group Inc), Retirement Agreement (Mortons Restaurant Group Inc)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Third Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Third Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Third Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Third Amended Forbearance Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Third Forbearance Period and (c) any the termination of this Third Amended Forbearance Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 2 contracts
Sources: Forbearance Agreement, Forbearance Agreement (Wornick CO)
General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 3 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 5 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the ADEA; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement of a Released Partyand to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time.
Appears in 2 contracts
Sources: Retirement Agreement (Spirit AeroSystems Holdings, Inc.), Retirement Agreement (Spirit AeroSystems Holdings, Inc.)
General Release. For good and valuable considerationEffective for all purposes as of the Effective Time, the receipt Company Holder acknowledges and adequacy agrees, on behalf of which is hereby acknowledgedhimself, Iherself or itself and each of his, for myself her or its trustees, heirs, beneficiaries, estates, directors, officers, Affiliates, agents (solely to the extent the Company Holder has authority to bind such agents), employees, executors, administrators, successors and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasor”) that:
(a) Releasor represents and warrants that, as of the date hereof, he, she or it has no Claims (as defined below) (other than Excluded Claims (as defined below)) against the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Parent, its stockholdersMerger Sub or any of their respective advisors, agents, directors, officers, directorsAffiliates, employees, agents and attorneysrepresentatives, and their respective predecessors, successors, assignsrelated entities, heirs and representatives assigns or the like (each, a "Released Party"), individually and collectively, the “Releasees”).
(b) Releasor hereby irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages or causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated that Releasor may have had in the past, may now have or not liquidated, of every kind and nature whatsoever may have in the future relating to the Releasor’s relationship with the Company (collectively, “Claims”); provided that the "Released Claims"foregoing release shall not cover Claims arising from rights of Releasor under or to: (i) which any unpaid wages accrued in the Releasing Party has, has had or may have against any one or more ordinary course of business of the Released Parties arising out ofCompany; (ii) any indemnification or other protections owing to Releasor under the Company’s certificate of incorporation or bylaws or equivalent charter documents or, based upon in the case of directors or officers, any indemnification agreement between the Company and such director or officer or under any directors’ and officers’ liability insurance policy maintained by the Company; (iii) under the Merger Agreement or under the Related Agreements; (iv) any claim which cannot be waived as a matter of law; or (v) any claim (unrelated to any equity holdings in the Company) held by a portfolio company of any private equity or venture capital fund that is affiliated with a Company Holder or any other Affiliate of such Company Holder (any of the foregoing Claims described in clauses (i) through (v), “Excluded Claims”). Nothing contained in this Agreement, including Sections 5 and 6, limits Releasor’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits Releasor’s ability to communicate with any Government Agency or otherwise participate in any wayinvestigation or proceeding that may be conducted by any Government Agency, directly including Releasor’s ability to provide documents or indirectlyother information, related without notice to the Company's business, my employment nor does anything contained in this Agreement apply to truthful testimony in litigation. If Releasor files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on Releasor’s behalf, or if any other third party pursues any claim on Releasor’s behalf, Releasor waives any right to monetary or other individualized relief (either individually, or as part of any collective or class action); provided that nothing in this Agreement limits any right Releasor may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission.
(c) Releasor represents and acknowledges that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Releasor further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with regard to the termination subject matter, basis or effect of this release or otherwise except such employment; providedrepresentations and warranties set forth in the Merger Agreement.
(d) Releasor acknowledges that he, howevershe or it is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
(e) Releasor hereby irrevocably and unconditionally waives and relinquishes any rights and benefits that Releasor may have under Section 1542 or any similar or analogous statute or common law principle of any jurisdiction. Releasor acknowledges that he, she or it may hereafter discover facts in addition to or different from those that Releasor now knows or believes to be true with respect to the subject matter of this General Release release, but it is Releasor’s intention to fully and finally and forever settle and release any and all Claims (other than as set forth in Section 6(b) above) that do now exist, may exist or heretofore have existed with respect to the subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts.
(f) This release is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever upon: whatsoever, without any action on the part of any Person, upon termination of the Merger Agreement for any reason or upon any amendment, modification or waiver of the Merger Agreement relating to a change in (ai) the Company's obligations, if any, to pay CIC Payments pursuant to form or amount of Merger Consideration or (ii) the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all indemnification obligations of the Released Parties Equityholders therein, to defend, indemnify, hold harmless or reimburse which the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyReleasor has not consented.
Appears in 2 contracts
Sources: Joinder and Release Agreement (KKR Fund Holdings L.P.), Joinder and Release Agreement (Entellus Medical Inc)
General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: · Title VII of the undersigned Civil Rights Act of 1964, as amended; · The Americans with Disabilities Act of 1990, as amended; · The Fair Labor Standards Act of 1938, as amended; · The Family and Medical Leave Act of 1993; · The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); · The Occupational Safety and Health Act of 1970 (OSHA), as amended; · Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); · Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); · Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; · any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; · any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or · intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.
Appears in 2 contracts
Sources: Employment Agreement (Crossroads Systems Inc), Employment Agreement (Crossroads Systems Inc)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "“Releasing Party"”), hereby release and forever discharge Comtech Telecommunications Corp. (the "“Company"”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "“Released Party"”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated as of [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 2 contracts
Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: ● Title VII of the undersigned Civil Rights Act of 1964, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Fair Labor Standards Act of 1938, as amended; ● The Family and Medical Leave Act of 1993; ● The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); ● The Occupational Safety and Health Act of 1970 (OSHA), as amended; ● Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); ● Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); ● Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; ● any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; ● any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or ● intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.
Appears in 2 contracts
Sources: Employment Agreement (QSAM Biosciences, Inc.), Employment Agreement (QSAM Biosciences, Inc.)
General Release. For In consideration of the benefits described in Section 3 and for other good and valuable consideration, Employee, on behalf of Employee and Employee’s representatives, agents, heirs, executors, administrators, successors and assigns, releases and forever discharges the receipt Company, its parents, its subsidiaries, its affiliates, and adequacy its related entities, and all of which is hereby acknowledgedtheir respective predecessors, I, for myself and my successors, assigns, heirs and representatives (eachrepresentatives, a "Releasing Party")agents, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")counsel, its stockholdersinsurers, shareholders, members, officers, directors, employeesand employees (whether past, agents and attorneyspresent, and their respective successors, assigns, heirs and representatives or future) (each, a "Released Party"), individually and all of the foregoing collectively, from any are referred to as the “Releasees”) from: Any and all claims, demandscomplaints, causes of action, liabilities demands, damages, and suits that Employee has or obligationsmay have for any reason whatsoever, in law or in equity, against the Releasees arising out of or in connection with any event, transaction, or matter occurring or existing on or before the date Employee executes this Agreement, whether based upon statutory claim, common law, contract, tort, public policy, or other basis, whether known or unknown, pending direct or indirect, absolute or contingent, including without limitation any claims arising under or related to any federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination of employment and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of money or payments, leave, benefits, or any other obligation or liability whatsoever, except for the Company’s promises made in this Agreement. Employee acknowledges that Employee has not pendingrequested any statutory leave that has not been provided. Further, liquidated or not liquidatedEmployee understands that this is a general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any claims under Title VII of every kind and nature whatsoever (collectivelythe Civil Rights Act, the "Released Claims") which Equal Pay Act of 1963, the Releasing Party hasAmericans with Disabilities Act, has had or may have against any one or more the Civil Rights Act of 1866, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Washington Law Against Discrimination, Chapter 659A of the Released Parties arising out ofOregon Revised Status, based upon or in any waythe Oregon Family Medical Leave Act, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the CompanyOregon Unlawful Discrimination Against Persons With Disabilities Law, dated [Date] (all as amended, and any similar federal, state, county or city ordinances. Employee represents that Employee has not filed, and agrees not to file, any lawsuit or other action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendmaximum extent permitted by law, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Employee also waives any and all rights to recover and will not accept, any monetary or other relief for Employee concerning the undersigned may have to vested or accrued benefits or entitlements under and claims lawfully released in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Laird Superfood, Inc.)
General Release. For good and valuable considerationPursuant to this General Release of Claims (this “Agreement”), the receipt and adequacy of which is hereby acknowledged, IEmployee, for myself himself, his heirs, administrators, representatives, executors, successors and my assigns (each a “Releasor”) hereby irrevocably and unconditionally releases, acquits and forever discharges Mattersight Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the “Company Entities”), any predecessors, successors, assignsjoint ventures, heirs and representatives (eachparents of any Company Entity, a "Releasing Party")and any and all of their respective past or present shareholders, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")partners, its stockholdersdirectors, officers, directors, employees, agents and consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and their respective successorsfiduciaries, assignsincluding without limitation all persons acting by, heirs and representatives through, under or in concert with any of them (eachall, a "Released Party"), individually and collectively, the “Release Parties”) from any and all claimsmanner of actions, causes of actions, demands, causes claims, agreements, promises, debts, lawsuits, liabilities, rights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or relating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, liabilities whether arising in law or obligationsequity, whether known or unknown, pending ▇▇▇▇▇▇ or not pendinginchoate, mature or unmatured, contingent or fixed, liquidated or not liquidatedunliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of every kind 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which Employee and nature whatsoever (collectivelyany Releasor had, the "Released Claims") which the Releasing Party hasnow have, has had or may have in the future against each or any one or more of the Released Parties arising out offrom the beginning of time until the date of this Agreement (individually, “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the Company from, any obligation of the Company contained in Employee’s Executive Employment Agreement dated as of [insert date] (as amended or supplemented from time to time, the “Employment Agreement”) that arises due to Employee’s termination of employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Employee expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other Release Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or in other obligation of any waykind to Employee, directly including any obligation for any costs, expenses or indirectly, related attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; (b) any other Release Parties and all obligations of the Released Parties to defend, indemnify, hold harmless that he will not apply for or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance otherwise seek employment with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythem.
Appears in 2 contracts
Sources: Executive Employment Agreement (Mattersight Corp), Executive Employment Agreement (Mattersight Corp)
General Release. For good and valuable consideration(a) In consideration of the Payment, the receipt Employee voluntarily, completely, and adequacy of which is hereby acknowledgedunconditionally releases, Iwaives, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee now may have or ever have had against any one or more of the Released Parties arising Parties.
(b) The Claims released and waived by this Agreement include without limitation any and all Claims (including for attorneys’ fees) (i) growing out of, based upon resulting from, or connected in any wayway with Employee’s employment or the employment practices of the Company; (ii) growing out of, resulting from, or connected in any way with the Employment Agreement or the termination of the Employment Agreement; (iii) for any bonus, or other incentive or extra compensation; (iv) based on the common law or any federal, state, or local statutory or constitutional provision that applies or is asserted to apply, directly or indirectly, related to Employee’s employment, such as Claims based on contract or in tort (including for fraudulent inducement) or under any employment discrimination or fair employment practices statute, including but not limited to the Age Discrimination in Employment Act (“ADEA”); and (v) based on any other act, conduct, or omission of any of the Released Parties.
(c) Employee acknowledges and agrees that Employee forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with Employee’s employment, the employment practices of the Company's business, my employment with the Company Employment Agreement or the termination of such employment; providedthe Employment Agreement, howeveror with any other act, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsconduct, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights omission of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant other than the Payment, whether sought directly by Employee or by any administrative agency or other public authority, individual, or group of individuals on Employee’s behalf.
(d) This Paragraph 5 does not waive or release any rights of Employee that arise under this Agreement, any Claims under the ADEA that arise after the date Employee signs this Agreement, any indefeasible benefits (other than any entitlement to insurance policiesseverance pay, separation pay, change-in-control pay, or similar payments) under an employee benefit plan, any right to indemnification or contribution, for coverage under officer and director liability policies (if any), for acts or omissions any rights, Claims, or relief that cannot by law be released.
(e) The “Released Parties” are (i) the Company; (ii) any parent, subsidiary, affiliate, predecessor, successor, or assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i) to (ii); and (ciii) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for any of the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under described in clauses (i)-(iii) and in accordance any capacity.
(f) The Parties agree and acknowledge that nothing in this Agreement precludes Employee from (i) from filing a charge or complaint with, providing information to, or cooperating with an investigation being conducted by, a government agency (such as the Equal Employment Opportunity Commission) or (ii) giving truthful testimony under oath in any applicable plan, agreement, program, award, policy legal proceeding or arrangement of a Released Partymaking truthful statements or disclosures that are required by law or valid legal process.
Appears in 2 contracts
Sources: Termination of Employment Agreement and General Release (GeoMet, Inc.), Termination Agreement (GeoMet, Inc.)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders, Iand the accommodations to the Borrower and the other Credit Parties set forth herein, for myself each of the Borrower and my successorsthe other Credit Parties, assignson behalf of itself and its successors and assigns (collectively, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents consultants, agents, attorneys and attorneysother representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 2 contracts
Sources: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
General Release. For good and valuable consideration, Effective upon the receipt and adequacy of which is hereby acknowledged, IClosing Date:
(a) Each Seller, for myself Seller and my Seller’s heirs, devisees, legal representatives, successors, assigns, heirs and representatives assigns (each, a "“Releasing Party"” and, collectively, the “Releasing Parties”), does hereby acknowledge complete satisfaction of and does hereby fully, finally, and forever release and forever discharge Comtech Telecommunications Corp. each of the Company and its directors and officers (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all commitments, actions, debts, claims, demandscounterclaims, suits, causes of action, liabilities or damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind or nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, pending contingent or not pendingotherwise, liquidated which such Releasing Parties, or not liquidatedany of them, had, has, or may have had at any time in the past and through and including the Closing Date, against the Released Parties, or any of every kind them, which relate to or arise out of such Releasing Party’s relationship with the Company or any of its predecessors or Affiliates, or such Releasing Party’s rights or status as a stockholder of the Company or any of its predecessors or Affiliates, and nature whatsoever further including, without limitation, any claims of fraud or fraudulent inducement in connection with the negotiation, execution, delivery, and performance of this Agreement (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more “Causes of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentAction”); provided, however, that nothing in this General Release Section shall release, acquit, or discharge any Causes of Action or preclude a lawsuit or claim in respect of any Causes of Action that a Releasing Party may have no effect whatsoever upon: or bring arising under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, or that a Releasing Party may have or bring arising under his respective Indemnification Agreement or the bylaws of the Company, or any other rights of indemnification or constitution of law or in equity.
(b) Each Releasing Party represents, warrants, covenants, and agrees that such Releasing Party (a) has not and will not assign any Causes of Action or possible Causes of Action against any Released Party, (ii) fully intends to release all Causes of Action against the Company's obligationsReleased Parties, if anyincluding, to pay CIC Payments pursuant without limitation, unknown and contingent Causes of Action (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the Change in Control Agreement between the undersigned matters covered hereby and the Company, dated [Date] (the “CIC Agreement”) or the rights has been fully apprised of the undersigned consequences hereof.
(c) Each Releasing Party covenants and agrees not to enforce such obligations; (b) institute any and all obligations litigation, lawsuit, claim, or action against any of the Released Parties with respect to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any released Causes of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyAction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lime Energy Co.), Stock Purchase Agreement (Kiphart Richard P)
General Release. For good and valuable considerationconsideration and as part of, and in connection with this Agreement, effective as of the Closing:
(a) The Company Parties, for themselves and on behalf of their shareholders, former shareholders, directors, officers, employees and affiliates (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Company Group”), hereby waive, discharge and release VGI, QSC, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of their employees, officers, shareholders, former shareholders, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives affiliates (each, a "Released Party"), individually and collectively, the “VGI Released Parties”) from any and all claims, demands, charges, complaints, liabilities, obligations, actions, causes of action, liabilities or obligationssuits, costs, expenses, losses, attorneys’ fees, and damages of any nature whatsoever, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, “Claims”), for relief of any nature at law or in equity, which any of the "Released Claims") which the Releasing Party Company Group now has, has had owns or may have holds, or claims to have, own or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold against any one or more of the VGI Released Parties arising out of, based upon or in any way, directly or indirectly, related to from the Company's business, my employment with beginning of time through the Company or the termination of such employment; provided, however, Closing. It is agreed that this General Release is a general release and it is to be broadly construed as a release of all claims, provided that this release shall have no effect whatsoever upon: (a) the Company's obligations, if any, not apply to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; VGI Released Parties’ obligations set forth in this Agreement
(b) VGI, for itself and on behalf of the VGI Released Parties, hereby waives, discharges and releases the Company Group from any and all obligations Claims for relief of any nature at law or in equity, which any of the VGI Released Parties now has, owns or holds, or claims to defendhave, indemnifyown or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold harmless or reimburse the undersigned under the Indemnification Agreement between against any of the Company Group from the beginning of time through the Closing. It is agreed that this is a general release and the undersignedit is to be broadly construed as a release of all claims, and/or under applicable law and/or under the respective charters and by-laws provided that this release shall not apply to any of the Released Company Parties, and/or pursuant to insurance policies, if any, for acts or omissions ’ obligations set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.
Appears in 2 contracts
Sources: Exchange and Transfer Agreement, Exchange and Transfer Agreement (Quest Solution, Inc.)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself on behalf of Minor and my successors▇▇▇▇▇’s Representatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE Global(x), hereby release NORTH POINT MINISTRIES INC., THE 410 BRIDGE, Inc.,and churches or other charitable organizations cooperating in the Service Trip, and forever discharge Comtech Telecommunications Corp. all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholdersand the respective members, directors, officers, directorstrustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "“Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MINOR’S PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request for Minor to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO MINOR, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of Minor and Minor’s Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.
Appears in 2 contracts
Sources: Team Agreement, Team Agreement
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments severance compensation pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] September 16, 2008 (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party...
Appears in 2 contracts
Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself and my successorson behalf of himself and each of his heirs, executors, administrators, personal representatives, successors and assigns, heirs and representatives (each, a "Releasing Party")to the maximum extent permitted by law, hereby release acknowledges full and complete satisfaction of and fully and forever discharge Comtech Telecommunications Corp. releases, acquits and discharges (A) each of the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Fully Released Party"), individually and collectivelyParties , from any and all claims, demands, suits, causes of action, liabilities or liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, pending suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Agreement (but not pending, liquidated including Executive’s or not liquidated, of every kind and nature whatsoever the Company’s performance under this Agreement) (collectively, the "“Released Claims"”), and (B) which the Releasing Party has, has had or may have against any one or more each of the Employment Related Released Parties from any and all Released Claims arising out ofof Executive’s application for and employment with the Company, based upon Parent and their respective subsidiaries, his being a director, officer or employee of the Company, Parent and their respective subsidiaries, or the Separation, including, without limitation in each case (A) and (B), any of the foregoing arising out of or in any way, directly or indirectly, way related to the Company's business, my or based upon:
(i) Executive’s application for and employment with the Company Company, Parent and their respective subsidiaries, his being a director, officer or the termination employee of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) Parent and their respective subsidiaries, or the rights of the undersigned to enforce such obligations; Separation;
(bii) any and all obligations of the Released Parties to defendclaims in tort or contract, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested claims alleging breach of an express or accrued benefits implied, or entitlements under and in accordance with any applicable planoral or written, agreement, program, awardcontract, policy manual or arrangement employee handbook;
(iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of a Released Partyemotional distress, sexual harassment, negligence or wrongful discharge; or
(iv) any federal, state or local statute, ordinance or regulation, including but not limited to the Age Discrimination in Employment Act of 1987, as amended.
Appears in 1 contract
Sources: Separation and General Release Agreement (GT Solar International, Inc.)
General Release. For Executive acknowledges that the benefits described in this Agreement will constitute full settlement of all of his rights under the Agreement and the Employment Agreement. IN CONSIDERATION of the benefits set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself on behalf of Executive and my successorsExecutive’s heirs, executors, administrators, and assigns, heirs hereby releases and representatives (eachdischarges Vishay Americas, a "Releasing Party")the Company and each of their respective past, hereby release present and forever discharge Comtech Telecommunications Corp. (the "Company")future subsidiaries, its stockholdersdivisions, affiliates and parents, and their respective current and former officers, directors, employees, agents agents, shareholders, employee benefit plans (and the administrator(s) and fiduciaries of such plans), attorneys, and/or owners, and their respective successors, and assigns, heirs and representatives any other person or entity claimed to be jointly or severally liable with Vishay Americas, the Company or any of the aforementioned persons or entities (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, demands, manner of actions and causes of action, liabilities or obligationssuits, known or unknowndebts, pending or not pendingdues, liquidated or not liquidatedaccounts, of every kind bonds, covenants, contracts, agreements, judgments, charges, claims, attorney’s fees, costs, expenses, and nature demands whatsoever (collectively, the "Released “Claims"”) which the Releasing Party hasExecutive and Executive’s heirs, has had executors, administrators, and assigns have, had, or may hereafter have against any one or more of the Released Parties or any of them arising out ofof or by reason of any cause, based upon matter, or in any way, directly or indirectly, related thing whatsoever from the beginning of the world to the date hereof (the “General Release”). The Claims covered by this General Release include, but are not limited to, all Claims relating to or arising out of Executive’s employment by the Company's business. The Claims covered by this General Release also include, my employment but are not limited to any and all Claims arising under any employment-related federal, state, or local statute, rule, or regulation, any federal, state or local anti-discrimination law, or any principle of tort, contract law or common law, including but not limited to, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act, the Equal Pay Act of 1963, as amended, § 29 U.S.C. 206(d); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., 42 U.S.C. § 1981, the Company Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 200ff et seq., the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Connecticut Fair Employment Practices Act, CT Gen. Stat. § 46a-51 et seq., the Connecticut Whistleblower Law, CT Gen. Stat. § 31-51m, the Connecticut Free Speech Law, CT Gen. Stat. § 31-51q, and any other federal, state, or the termination of such employmentlocal statute; provided, however, that Executive does not release or discharge the Released Parties from any of the Company Group’s obligations to Executive under or pursuant to (i) Sections 2, 3 and 5 of this Agreement, (ii) Vishay Americas’ employee welfare benefit plans and employee benefit pension plans (other than severance benefit plans) applicable to Executive, subject to the terms and conditions of those plans, or (iii) claims for indemnification under the by-laws or policies of insurance of Vishay Americas or the Company. It is understood that nothing in this General Release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to Executive, any such wrongdoing being expressly denied. If a Claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceedings based on such a claim in which a Released Party is a party. Executive represents and warrants that Executive fully understands the terms of this General Release, that Executive has been and hereby is encouraged to seek, and has sought, the benefit of advice of legal counsel, and that Executive knowingly and voluntarily, of Executive’s own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as Executive’s own free act. Executive further represents and warrants that Executive has not filed, and will not file or initiate, or cause to be filed or initiated on Executive’s behalf, any lawsuit against any of the Released Parties before any federal, state, or local agency, court, or other body asserting any Claims barred or released in this General Release, and will not voluntarily participate in such a proceeding. If Executive breaches this promise, and the action is found to be barred in whole or in part by this General Release, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those Claims that are found to be barred by this General Release. Notwithstanding the foregoing, nothing in this General Release shall have no effect whatsoever upon: (a) preclude or prevent Executive from filing a lawsuit which challenges the Company's obligationsvalidity of this General Release. Nothing in this General Release shall preclude or prevent Executive from filing a charge with the United States Equal Employment Opportunity Commission, if anySecurities Exchange Commission, to pay CIC Payments Occupational Health & Safety Administration or a similar state or local agency or pursuant to an applicable whistleblower statute. Executive may take twenty-one (21) days to consider whether to execute the Change in Control Agreement between containing this General Release. Upon Executive’s execution of the undersigned Agreement, Executive will have seven (7) days after such execution during which Executive may revoke such execution. In order for a revocation of the Agreement to be effective, written notice of such revocation must be received by Vishay Americas within the aforementioned seven (7) day period. If seven (7) days pass without receipt of such notice of revocation, this Agreement, including the General Release contained herein, shall become binding and effective. Executive understands that the benefits provided under this Agreement are conditioned on this General Release and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any Subsequent Release becoming binding and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyeffective.
Appears in 1 contract
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "“Releasing Party"”), hereby release and forever discharge Comtech Telecommunications Corp. (the "“Company"”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "“Released Party"”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination Termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Fourth Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] November 7, 2013 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Employment Agreement (Comtech Telecommunications Corp /De/)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under Section 5(b) or 5(c) of the Employment Agreement (the “Post-Termination Payments”), and after consultation with counsel, Executive, for himself and on behalf of each of his heirs, executors, administrators, representatives, agents, successors, and assigns (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Corporation, its stockholdersthe Bank, and their Affiliates, and each of its/their officers, employees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claimsclaims (including claims for attorney’s fees), demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out of: (i) Executive’s employment relationship with and service as an employee, based upon officer, or in director of the Employer and any wayof its affiliates, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities; or (ii) the Employment Agreement; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever uponnot apply to: (ax) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement; (y) any Claims that Executive may have under any plans or programs not covered by the Employment Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit; and (z) any indemnification or other rights that Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Employer Group arising out of Executive’s employment relationship under the Indemnification Employment Agreement between and his service as an employee, officer, or director of the Company and Employer or a member of the undersigned, and/or under applicable law and/or Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 1 contract
General Release. For good The Seller Party does hereby, and valuable considerationeach such Seller Party agrees to cause his or its Affiliates, successors and assigns and any other person or entity claiming by, through or under any of the foregoing to (and on behalf of each of them the undersigned does hereby), effective as of, and contingent upon, the receipt Closing, unconditionally and adequacy irrevocably release, waive and forever discharge the Target Company and each of which is hereby acknowledgedits predecessors and successors and each of its respective past, Imanagers, for myself and my successorsdirectors, officers, employees, agents, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officerspartners, directorsinsurers, employees, agents subsidiaries and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, Affiliates from any and all claims, demands, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Closing, which, for the avoidance of doubt, includes (without limitation) any and all claims of breach and causes of action based on alleged breach and associated liabilities arising out of or relating to any commercial arrangement or agreement between the Target Company and such Seller Party and/or such Seller Party’s Affiliates entered into prior to the Closing, but excludes any of the undersigned’s rights (i) expressly set forth in this Agreement or the exhibits thereto, (ii) under any contract of insurance covering members, managers, directors, and officers of the Target Company prior to the Closing, (iii) under any arm’s length contract or commercial arrangement between the Target Company and such Seller Party for which no breach by the Target Company has occurred or is ongoing and as set forth on Schedule 9I of the Target Company Disclosure Schedule, or (iv) rights to indemnification under the Target Company’s Organizational Documents. WITHOUT LIMITING THE FOREGOING, THE SELLER PARTY (ON HIS, HER OR ITS OWN BEHALF AND ON BEHALF OF HIS, HER OR ITS AFFILIATES, SUCCESSORS AND ASSIGNS) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE IN THE CONTEXT OF A GENERAL RELEASE, WHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. The undersigned represents and warrants that (x) there are no liens, or claims of Lien, or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein, (y) the undersigned has not transferred or otherwise alienated any such claims or causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (az) the Company's obligations, if any, undersigned is fully authorized and entitled to pay CIC Payments pursuant to give the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyreleases specified herein.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (MJ Holdings, Inc.)
General Release. For good As of the Effective Date, except as to the rights and valuable considerationobligations provided for under the terms of this Agreement, the receipt Named Plaintiffs and adequacy each Class Member, on behalf of which is hereby acknowledged, I, for myself himself or herself and my successorson behalf of his or her respective heirs, assigns, heirs beneficiaries, and representatives successors (each, a "the “Releasing Party"Parties”), hereby release shall automatically be deemed to have fully and irrevocably released and forever discharge Comtech Telecommunications Corp. (the "Company")discharged Defendant, and all of its stockholderspast, present and future predecessors, successors, parents, subsidiaries, divisions, employees, Affiliates, assigns, officers, directors, employeesshareholders, agents and representatives, attorneys, insurers and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Defendant Releasees”) from any and all losses, fees, charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, attorneys’ fees, actions, and causes of actionaction of every nature, liabilities or obligationscharacter, and description, whether known or unknown, pending asserted or not pendingunasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based on contract, tort, or any other theory, that result from, arise out of, and/or in any way relate to the conduct, omissions, duties, or facts during the Class Period that were or could have been alleged in the Complaint (the “Released Claims”) relating to the assessment of APSN Fees or Retry Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any person purporting to act on their behalf or purporting to assert a claim under or through them, any of the Released Claims against the Defendant Releasees in any forum, action, or proceeding of any kind. In addition to any other defenses the Defendant Releasees may have at law, in equity, or otherwise, to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that he/she knows or believes to be true with respect to the subject matter of the claims released herein, or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had contingent or may have against any one or more non-contingent claims with respect to all of the Released Parties arising out ofmatters described in or subsumed by herein. Further, based upon each of those individuals agree and acknowledge that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement, never receives forgiveness of Uncollected Amounts, and/or never receives a distribution of funds or credits from the Settlement. Except for the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or be construed to release any wayclaims or rights that Defendant has to recover any past, directly present or indirectlyfuture amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, related to the Company's business, my employment loans or other debts with the Company or the termination of such employment; providedDefendant Releasees, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change terms and conditions of such accounts, loans, or any other debts. Likewise, nothing in Control this Agreement between the undersigned and the Companyshall operate or be construed to release any defenses, dated [Date] (the “CIC Agreement”) rights, or the rights of the undersigned set-off that Named Plaintiffs or any Class Member has other than with respect to enforce such obligations; (b) any and all obligations of the Released Parties Claims, in the event the Defendant Releasees seek to defendrecover any past, indemnifypresent, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedfuture amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiesloans, and/or or other debts with Defendant Releasees, pursuant to insurance policiesthe terms and conditions of such accounts, if anyloans, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyother debts.
Appears in 1 contract
Sources: Settlement Agreement
General Release. For good Notwithstanding the below, this release shall not apply to, and valuable considerationthe terms “Claims” shall not include, any rights you have under the Agreement.
(a) In consideration for the right to receive the Transaction Bonus in accordance with the terms of the Agreement and the mutual promises contained in the Agreement and in this General Release, you (on behalf of yourself and your heirs, administrators, representatives, executors, successors and assigns) hereby knowingly and voluntarily release and discharge, to the fullest extent permitted by law, the receipt Company and adequacy of which is hereby acknowledgedits predecessors, I, for myself successors and my successors, assigns, heirs its and representatives their respective direct or indirect parents, subsidiaries and affiliated entities, and, with respect to each and all of the foregoing entities (each, a "Releasing Party"including the Company), hereby release all of its and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective present and former officers, directors, employees, agents and agents, attorneys, members, owners, shareholders, partners, members, representatives, trustees, employee benefit plans and their respective successorsadministrators or fiduciaries of such plans (all of the foregoing, assignsincluding the Company, heirs and representatives (each, a "collectively referred to as “Released Party"Parties”), each individually and collectivelyin their representative capacities, of and from any and all actions, agreements, claims, demandsdamages, causes expenses (including attorney’s fees and costs), judgments, liabilities, obligations or suits of actionany kind whatsoever, liabilities in law, equity or obligationsotherwise, in any jurisdiction, whether known or unknown, pending suspected or not pendingclaimed, liquidated specifically mentioned herein or not liquidatednot, which you had, have or may have against any of every kind the Released Parties by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and nature whatsoever including the date that you sign this General Release, (collectively, “Claims”), including but not limited to Claims arising out of or in any way relating to: • your services as an employee, consultant, officer or director of the "Released Company and/or its predecessors, successors and assigns, and its and their respective direct or indirect parents, subsidiaries and affiliated entities, on or prior to the date that you execute this General Release (except as provided or contemplated in the Agreement); • any common law, public policy, company policy, contract (whether oral or written, express or implied) or tort law having any bearing whatsoever on the terms and conditions of your employment (except as provided or contemplated in the Agreement); • any federal, state or local law, ordinance or regulation including, but not limited to, the following (each as amended, if applicable): Age Discrimination in Employment Act (including Older Workers Benefit Protection Act); Americans with Disabilities Act; Civil Rights Act of 1866; Civil Rights Act of 1991; Employee Retirement Income Security Act of 1974 (except as to any vested benefits under the Company’s ERISA-covered employee benefit plans, if any); Equal Pay Act; Family and Medical Leave Act of 1993; National Labor Relations Act; Title VII of the Civil Rights Act of 1964; Worker Adjustment and Retraining Notification Act; Chapter 21 of the Texas Labor Code; and any other law, ordinance or regulation regarding discrimination or harassment or any terms or conditions of employment. Except as provided in the Agreement, you agree that you have entered into this General Release as a compromise and in full and final settlement of all Claims") which the Releasing Party has, has if any, that you have, had or may have against any one or more and all of the Released Parties up to and including the date that you sign this General Release. Except as provided in the Agreement, you also agree that, although you may hereafter discover Claims presently unknown or unsuspected, or new or additional facts from those which you now know or believe to be true, you intend to provide a complete waiver of all Claims based on any facts and circumstances, whether known or unknown, up to and including the date that you sign this General Release.
(b) Notwithstanding the foregoing, “Claims” does not include (i) claims to enforce the terms of this General Release, (ii) claims that arise after the date that you sign this General Release, (iii) claims that cannot be released by a private settlement agreement (such as statutory claims for worker’s compensation/disability insurance benefits and unemployment compensation), (iv) any indemnification rights you may have, if any, in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company, and/or (v) claims arising out of, based upon under the Agreement.
(c) You represent that you have not assigned or in transferred your rights with respect to any wayClaims and that you have not filed, directly or indirectlyindirectly any legal proceeding against any Released Parties relating to any Claims. If you commence (or commenced) or participate in any action or proceeding (including as a member of a class of persons) relating to any Claims, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall be a complete defense in such action or proceeding with respect to such Claims and, to the maximum extent permitted by law, you (and your heirs, administrators, executors, representatives, successors and assigns) will have no effect whatsoever upon: right to obtain or receive, and will not seek or accept, any damages, settlement or relief of any kind (aincluding attorneys’ fees and costs) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce connection with such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyClaims.
Appears in 1 contract
Sources: Employment Agreement (Zimmer Biomet Holdings, Inc.)
General Release. For good As of February 18, 2025, Seller, on behalf of himself, his spouse or domestic partner, if any, his affiliates, and, if applicable, his heirs, successors, beneficiaries and valuable considerationassigns and others who may claim through him, hereby releases, waives, and promises never to assert any claims or causes of action, whether or not now known, against the Company, the receipt and adequacy Purchasers or any of which is hereby acknowledgedtheir respective predecessors, I, for myself and my successors, assignsor past or present subsidiaries, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersparents, officers, directors, stockholders, agents, partners, members, managers, employees, agents and attorneys, and their respective successors, assigns, heirs attorneys and representatives advisors and any affiliates thereof (each, a "the “Released Party"), individually and collectively, Parties”) from any and all actions, suits, claims, demands, causes debts, sums of actionmoney, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligationsobligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising on or prior to February 18, 2025 (collectively, “Claims”), which Seller can, shall or may have against the Released Parties, whether known or unknown, pending suspected or not pendingunsuspected, liquidated unanticipated as well as anticipated and that exist as of Closing or not liquidatedmay thereafter accrue (other than with respect to an inaccuracy in or breach, violation or nonobservance of every kind the representations, warranties, covenants or other agreements made by such Parties under this Agreement) including any Claims with respect to Seller’s employment, director and nature whatsoever (collectivelyofficer positions with the Company, the "Released Claims") which the Releasing Party has, has had or may have against any one or more valuation of the Released Parties arising out ofSecurities, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company transactions contemplated by this Agreement or the termination of such employmentFiEE SPA; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, Section 10 will not apply to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC a claim by Seller against a Purchaser for breach of this Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations . Each of the Released Parties is an express third-party beneficiary of this Section 10, with the right to defend, indemnify, hold harmless or reimburse enforce the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyterms hereof.
Appears in 1 contract
General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the Resignation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s rights (i) to enforce the terms of this Agreement, (ii) vested benefits and (iii) to the fullest extent permitted by law, to indemnification, advancement and/or under applicable law and/or under the respective charters and by-laws insurance coverage as an officer of the Released PartiesCompany and/or the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable planthe law, agreementif applicable, program, award, policy or arrangement of a Released Partyand to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time.
Appears in 1 contract
Sources: General Release Agreement (Spirit AeroSystems Holdings, Inc.)
General Release. For good ▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”), on behalf of the Executive and valuable considerationthe Executive’s heirs, the receipt executors, administrators, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwhether named or referred to below or not, a "Releasing Party")releases, hereby release acquits and forever discharge Comtech Telecommunications Corp. discharges ▇▇▇▇▇▇ Medical Group N.V. and its subsidiaries and affiliates, including without limitation, Tornier, Inc. (the "Company"“Tornier”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successorsdivisions, assignssubdivisions, heirs successors and representatives assigns (collectively, the “Company”), and the Company’s respective agents, servants, representatives, officers and employees (together with the Company, each, a "“Released Party"), individually ” and collectively, the “Released Parties”), of and from any and all past, present, and future claims, counterclaims, demands, actions, causes of action, liabilities or obligationsliabilities, damages, costs, loss of services, expenses, compensation, third-party actions, of every nature and description, whether known or unknown, pending suspected or not pendingunsuspected, liquidated foreseen, or not liquidatedunforeseen, of every kind real or imaginary, actual or potential, and nature whatsoever (collectivelywhether arising at law or in equity, under the "Released Claims") which the Releasing Party hascommon law, has had state, federal or may have against foreign law, or any one other law, or more of the Released Parties otherwise, arising out of, based upon of or in any way, directly or indirectly, related relating to the Company's business, my Executive’s employment with the Company or the termination thereof (collectively “Claims”). The Executive intends to affect a full and final general release of all such employment; provided, however, Claims. It is expressly understood and agreed that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsis intended to cover, if anyand does cover, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Company whatsoever to the Executive, including without limitation, any payments or benefits under that certain Separation Pay Agreement dated as of October 1, 2015 between Tornier and the Executive (the “Separation Pay Agreement”) and any vacation, bonus or other payments or benefits. In addition, it is expressly understood and agreed that this Release is intended to cover, and does cover, not only all now known injuries, losses, and damages, but those injuries, losses, and damages not now known or anticipated, but which may later be discovered after the Effective Date (as hereinafter defined as the date when the Executive signs this Release), including all the effects and consequences thereof. More specifically, by signing this Release, the Executive agrees to release any actual and potential Claims that the Executive has or may potentially have, either as an individual or standing in the shoes of the government, under any foreign, federal, state or local law, administrative regulation or legal principle (except as provided below in this Release) against the Company or any and all other Released Parties. The following listing of laws and types of Claims is not meant to, and shall not be interpreted to, exclude any particular law or type of Claim, law, regulation or legal principle not listed. The Executive understands that the Executive is releasing all Claims against the Company and all Released Parties to defendincluding, indemnifybut not limited to, hold harmless any Claims for payments, benefits or reimburse obligations of the undersigned Company under the Indemnification Separation Pay Agreement or otherwise, expense reimbursement or expenses (except as otherwise set forth below), Claims for invasion of privacy; breach of written or oral, express or implied, contract; fraud or misrepresentation; Claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, negligent hiring, retention or supervision, retaliation, constructive discharge, violation of whistleblower protection laws, unjust enrichment, violation of public policy, and any Claims under Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities Act (“ADA”), as amended by the ADA Amendments Act of 2008 (“ADAAA”), 29 U.S.C. § 12101, et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq., the Genetic Information Nondiscrimination Act of 2008 (“▇▇▇▇”), the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A.01, et seq., Minnesota Statutes § 181, et seq., the Minnesota Whistleblower Act, Minn. Stat. § 181.931, et seq., Tennessee Human Rights Act and the Tennessee Disability Act, and any and all other Tennessee statutes, regulations, and ordinances related to fair employment practices or employment more generally, the California Labor Code § 1401, the California Fair Employment and Housing Act, Cal Gov’t Code § 12900 et seq., the False Claims Act, 31 U.S.C. § 3729, et seq. or any other state human rights or fair employment practices act. This includes, but is not limited to, Claims for violation of any civil rights laws based on protected class status and all other Claims for unlawful employment practices, and all other common law or statutory Claims. The Executive is not releasing and “Claims” shall not include any rights or Claims the Executive has (1) pursuant to that certain letter agreement dated as of June 10, 2016 between the Company and the undersignedExecutive (the “Letter Agreement”) and (2) to any unreimbursed business expenses incurred by the Executive through the Resignation Date (as defined in the Letter Agreement) in the course of and pursuant to the Company’s expense reimbursement policies and procedures. The Executive declares that the Executive understands, covenants, and agrees that the Executive will not make any Claims or demands, or file any legal proceedings against any Released Party or join any Released Party as a party with respect to any Claims released by the Executive, nor shall the Executive proceed against any other person, firm, or corporation on the Claims released above except as is necessary to enforce the terms and conditions of this Release and the Letter Agreement. Notwithstanding the foregoing, nothing in this Release or the Letter Agreement should be construed as interfering with the Executive’s right or ability to file a charge, report, claim or complaint with, or to otherwise participate in any manner in an investigation or proceeding before, any civil rights, fair employment practices, securities regulation or other governmental regulatory or law enforcement agency or entity, including without limitation, the Equal Employment Opportunity Commission (“EEOC”). The Executive further declares that the Executive is voluntarily forfeiting any right to recover or receive compensation in any form resulting from a legal action or demand against the Company by any other person or persons with respect to the Claims released by the Executive herein, including without limitation any and all payments, benefits or compensation under the Separation Pay Agreement or otherwise. The Executive agrees that the Released Parties reserve any and all defenses which they have against any such claims. The filing of any claim, demand or any and all other legal proceedings by the Executive against the Company with respect to Claims released by the Executive shall be deemed to be a material breach of the terms of this Release. Such breach shall immediately terminate the Company’s duty to pay any further sums to the Executive under the Letter Agreement. Additionally, the Executive shall indemnify and hold harmless the Company from any and all judgments, costs, expenses, or attorneys’ fees whatsoever arising on account of the filing of any such claim, demand, or other legal proceedings by the Executive with respect to the Claims the Executive has released. It is further understood and agreed that the Company will pay and the Executive is accepting the post-termination payments and benefits more fully described in the Letter Agreement between the parties in full accord and satisfaction of any obligations, Claims, and/or under applicable law and/or disputes that the Executive may have with the Company with respect to the Executive’s released Claims, including without limitation under the respective charters Separation Pay Agreement. The Executive declares, understands, covenants, and by-laws agrees that the terms of the Letter Agreement, and the post-termination payments and benefits stated therein, are the sole consideration for this Release and that the Executive voluntarily accepts that consideration for the purpose of making a full and final compromise, adjustment, and release of all Claims. The Executive understands and agrees that this is the full and complete understanding of the parties, that it is the integrated memorial of their agreement, and that there are no other written or oral understandings, agreements, covenants, promises or arrangements, directly or indirectly connected with this Release, that are not incorporated herein. The terms of this Release are contractual and are not mere recitals. Notwithstanding the foregoing, nothing in this Release shall release any party from obligations resulting from the Letter Agreement nor prohibit any party from seeking the enforcement of the Letter Agreement. For the purpose of implementing a full and complete release and discharge of all claims, the Executive expressly waives the protection provided by Section 1542 of the California Civil Code which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his/her settlement with the debtor.” The Executive acknowledges that he has had the opportunity to seek legal counsel with regard to his rights under Section 1542, represents that he has read and understands the provisions of California Civil Code Section 1542, and acknowledges and agrees that: (a) this Release is intended to include within its effect, without limitation, all claims which the Executive has against the Released Parties, and/or pursuant Parties but does not know or suspect to insurance policiesexist in his favor at the time of execution of this Release which, if anyknown or suspected, for acts or omissions in would materially affect his decision to execute the undersigned’s capacity as a director, officer and/or employee thereofRelease; and (cb) this Release contemplates the extinguishment of any such claim or claims, and that all rights under Section 1542 of the undersigned may have California Civil Code are hereby expressly waived. This Release complies with the Older Workers Benefit Protection Act of 1990, as amended from time to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partytime.
Appears in 1 contract
General Release. For good (a) In exchange for the Company’s payments and valuable considerationother benefits described in Paragraph 2, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby you release and forever discharge Comtech Telecommunications Corp. (discharge, to the "Company")maximum extent permitted by law, its stockholders, officers, directors, employees, agents the Company and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectivelyeach of the other “Releasees” as defined below, from any and all claims, demands, causes of action, complaints, lawsuits or liabilities of any kind (collectively “Claims”) as described below which you, your heirs, agents, administrators or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had executors have or may have against the Company or any one or more of the Released Parties other Releasees.
(b) By agreeing to this General Release, you are waiving any and all Claims that can be waived to the maximum extent permitted by law, which you have or may have against the Company or any of the other Releasees arising out ofof or relating to any conduct, matter, event or omission existing or occurring before you sign this Agreement, and any monetary or other personal relief for such Claims, including but not limited to the following:
(1) any Claims having anything to do with your employment with the Company;
(2) any Claims having anything to do with your service on the Board of Directors of the Company;
(3) any Claims having anything to do with the termination of your employment with the Company;
(4) any Claims having anything to do with the termination of your service on the Board of Directors of the Company;
(5) any Claims having anything to do with your rights as a stockholder of the Company or any parent, subsidiary or affiliate of the Company;
(6) any Claims for unpaid or withheld wages, severance, benefits, bonuses, commissions and/or other compensation of any kind;
(7) any Claims having anything to do with stock options, restricted stock or other equity or incentive compensation of any kind;
(8) any Claims under any employment agreement, collective bargaining agreement, or any other agreement;
(9) any Claims to reinstatement or reemployment;
(10) any Claims for reimbursement of expenses of any kind;
(11) any Claims for attorneys’ fees, costs or expenses;
(12) any Claims arising under the Employee Retirement Income Security Act (“ERISA”);
(13) any Claims of discrimination and/or harassment based upon on age, sex, pregnancy, race, religion, color, creed, disability, handicap, failure to accommodate, citizenship, marital status, national origin, ancestry, sexual orientation, gender identity, genetic information, predisposing genetic characteristics, or any other factor protected by Federal, State or Local law as enacted or amended, such as the Age Discrimination in Employment Act, 29 U.S.C. §621 et. seq., Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Pennsylvania Human Relations Act, and any Claims for retaliation under any of the foregoing laws;
(14) any Claims regarding leaves of absence, including, but not limited to, any Claims under the Family and Medical Leave Act or any other state or local law providing for paid or unpaid leave;
(15) any Claims arising under the Immigration Reform and Control Act (“IRCA”);
(16) any Claims arising under the Uniformed Services Employment and Reemployment Rights Act (“USERRA”) or any state law governing military leave;
(17) any Claims under the Worker Adjustment and Retraining Notification Act (“WARN”);
(18) any Claims for violation of public policy;
(19) any whistleblower or retaliation Claims;
(20) any Claims for emotional distress or pain and suffering;
(21) any Claims arising under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ Act or the Pennsylvania Wage Payment and Collection Law;
(22) any Claims disputing or in any wayway questioning, directly disparaging, or indirectly, related challenging your assignment to the Company of, or the Company's business’s ownership of, my all prior right, title, and interest you had in Inventions or Works created or developed by you, whether solely or jointly with others, as required by the duties of your employment or otherwise during the course of your employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] as further described in Paragraph 10 below; and
(the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b23) any other statutory, regulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, fraud, wrongful discharge, invasion of privacy, promissory estoppel, equitable estoppel and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partymisrepresentation.
Appears in 1 contract
Sources: General Release (Unilife Corp)
General Release. For good Employee, on behalf of himself, his heirs, and valuable considerationlegal representatives, does hereby release, discharge and covenant not to ▇▇▇ or file any charges or claims against Holdings and/or any of Holding’s related or affiliated entities or successors (including, but not limited to the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"Company), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, or any of their current or former officers, directors, employeesmanagers, agents and attorneys, and their respective successors, assigns, heirs and employees or representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"Parties”) which under any common or statutory local, state, or federal law, for any type of claim, demand or action whatsoever arising out of or connected with his employment by Holdings and/or the Releasing Party hasPrior Agreement. Employee agrees not to make any claims or demands against the Released Parties for claims arising due to his employment prior to the Effective Date, such as, but not limited to, wrongful discharge; unlawful employment discrimination on the basis of sex or any other form of unlawful employment discrimination; retaliation; breach of contract; breach of the duty of good faith and fair dealing; violation of public policy; intentional or negligent infliction of emotional distress; promissory estoppel; defamation of character; duress; intentional misrepresentation or fraud; invasion of privacy; negligent hiring, retention, or supervision; any alleged act of harassment or intimidation; or any other intentional or negligent act of personal injury. Employee represents that he has had not filed any complaints, charges or may have lawsuits against the Released Parties with any governmental agency or any court and that he will not do so at any time hereafter; provided, however, this Agreement shall not limit Employee from filing a lawsuit for the sole purpose of enforcing his rights under this Agreement. Employee further promises not to initiate a lawsuit or to bring any other claim against any one or more of the Released Parties arising out of, based upon of or in any way, directly or indirectly, way related to the Company's businesshis employment by Holdings, my employment with the Company or the termination of such employment; providedhis employment with Holdings, however, that this General Release shall have no effect whatsoever upon: (a) and/or the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights termination of the undersigned to enforce such obligations; (b) Prior Agreement. Employee agrees that he has been fully compensated for all services he performed for Holdings and/or any and all obligations of the Released Parties prior to defend, indemnify, hold harmless the Effective Date. Employee agrees that as of the Effective Date he is not entitled to any payments or reimburse benefits from the undersigned Released Parties under the Indemnification Prior Agreement between the Company and the undersignedor otherwise, including but not limited to payments of Base Salary and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partybonus compensation.
Appears in 1 contract
Sources: Employment Agreement (Copart Inc)
General Release. For good (a) Seller, on behalf of itself and valuable consideration, the receipt and adequacy of its Affiliates which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneysit controls, and their respective successorssuccessors and assigns (collectively, assigns, heirs and representatives (each, a "Released Party"the “Seller Releasors”), individually hereby knowingly and voluntarily releases and forever discharges, effective as of the Closing Date, Buyer and the Company, and each of their respective past, present and/or future Affiliates and Representatives (collectively, the “Buyer Released Parties”), from any and all Proceedings, claims, demandssuits, controversies, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities or obligationsof any nature whatsoever in law and in equity, whether known or unknown, pending or not pending, liquidated or not liquidatedcontingent, which the Seller or any other Seller Releasor ever had, now have or may have relating to, arising out of every kind or in any way connected with the dealings of the Company, on the one hand, and nature whatsoever the Seller and the other Seller Releasors, on the other hand, or any circumstance, agreement, action, omission, event or matter occurring or existing between the Company on the one hand and the Seller and the other Seller Releasors on the other hand, in each case, prior to the Closing Date (collectively, the "“Seller Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment”); provided, however, that the Seller Released Claims shall not include any of the terms, conditions or other provisions or obligations under this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned Transaction Documents, or any claims with respect to enforce such obligations; Fraud.
(b) Buyer, on behalf of itself and its Affiliates which it controls (including the Company from and after the Closing) , and their respective successors and assigns (collectively, the “Buyer Releasors”), hereby knowingly and voluntarily releases and forever discharges, effective as of the Closing Date, Seller, and each of its past, present and/or future Affiliates and Representatives (collectively, the “Seller Released Parties”), from any and all obligations Proceedings, claims, suits, controversies, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, whether known or unknown, liquidated or contingent, which the Buyer or any other Buyer Releasor ever had, now have or may have relating to, arising out of or in any way connected with the dealings of the Released Parties to defendCompany and/or the Seller, indemnifyon the one hand, hold harmless and the Buyer and the other Buyer Releasors, on the other hand, or reimburse the undersigned under the Indemnification Agreement any circumstance, agreement, action, omission, event or matter occurring or existing between the Company and/or the Seller on the one hand and the undersignedBuyer and the other Buyer Releasors on the other hand, and/or under applicable law and/or under in each case, prior to the respective charters and by-laws Closing Date (collectively, the “Buyer Released Claims”); provided, however, that the Buyer Released Claims shall not include any of the Released Partiesterms, and/or pursuant conditions or other provisions or obligations under this Agreement or the Transaction Documents, or any claims with respect to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and Fraud.
(c) Each of the Seller and the Buyer acknowledges that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each of the Seller and the Buyer acknowledges that such provisions are designed to protect a party from waiving claims which he does not know exist or may exist. Nonetheless, each of the Seller and the Buyer agrees that, effective as of the Closing Date, the Seller and the other Seller Releasors and the Buyer and the other Buyer Releasors shall be deemed to waive any such provision.
(d) Each of the Seller and all rights the undersigned may have Buyer further agrees that it shall not, and shall not permit any Affiliates which it controls to, (i) institute a lawsuit or other legal proceeding based upon, arising out of, or relating to vested any of the Seller Released Claims or accrued benefits the Buyer Released Claims, as applicable, (ii) participate, assist, or entitlements under and cooperate in accordance with any applicable plansuch proceeding, agreementor (iii) encourage, program, award, policy or arrangement of a Released Partyassist and/or solicit any third party to institute any such proceeding.
Appears in 1 contract
Sources: Equity Purchase Agreement (Guardion Health Sciences, Inc.)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Collateral Agent and Purchasers in any capacity and their affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successorsother representatives of each of the foregoing (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually based in whole or in part on facts, whether or not now known, existing on or before the First Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Company and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Purchasers, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the First Amendment Effective Date shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company and each other Loan Party hasconsulted with, and has had been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Note Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 1 contract
Sources: Note Purchase Agreement (Neptune Wellness Solutions Inc.)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "“Releasing Party"”), hereby release and forever discharge Comtech Telecommunications Corp. (the "“Company"”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "“Released Party"”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations’s obligations to provide the payments and benefits set forth in the Separation Agreement and General Release dated August 9, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] 2022 (the “CIC Separation Agreement”) ), or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Separation Agreement (Comtech Telecommunications Corp /De/)
General Release. For good (a) Each Loan Party hereby absolutely and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges each Agent and each Lender, and any and all of their respective participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the "Company"), its stockholderspresent and former directors, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives employees of any of the foregoing (each, each a "“Released Party"”), individually and collectively, from any and all claims, demands, demands or causes of actionaction of any kind, liabilities nature or obligationsdescription, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this First Amendment for or on account of, or in relation to, or in connection with any of the Credit Amendment, any of the Loan Documents or any of the transactions thereunder or related thereto, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, pending or demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under any Applicable Law which provides that: “A general release does not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") extend to claims which the Releasing creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her might have materially affected his settlement with the debtor.”
(b) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party hasabove that it will not sue (at law, has had or may have against any one or more of the Released Parties arising out ofin equity, based upon or in any wayregulatory proceeding or otherwise) any Released Party on the basis of any claim released, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments remised and discharged by any Loan Party pursuant to the Change in Control Agreement between above release. If any Loan Party or any of its successors, assigns or other legal representatives violates the undersigned and the Companyforegoing covenant, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if anyLoan Party, for acts or omissions itself and its successors, assigns and legal representatives, agrees to pay, in the undersigned’s capacity addition to such other damages as any Released Party may sustain as a directorresult of such violation, officer and/or employee thereof; all reasonable attorneys’ fees and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement costs incurred by such Released Party as a result of a Released Partysuch violation.
Appears in 1 contract
General Release. (a) For good and valuable considerationin consideration of the Payment and the other agreements made by the Company hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a hereinafter collectively referred to as the "Released PartyReleasees"), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, executions and demands of any kind whatsoever, which you or obligationsyour heirs, executors, administrators, successors and assigns ever had, now have or may have against the Releasees or any of them, in law, admiralty or equity, whether known or unknownunknown to you, pending for, upon, or not pendingby reason of, liquidated any matter, fact, action, omission, course or not liquidatedthing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in relationship to your employment or other service relationship with the Company or its affiliates, the termination of every kind any such employment or service relationship and nature whatsoever any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates (collectively, such released claims are collectively referred to herein as the "Released Claims") which the Releasing Party has, has had or may have against any one or more of ); provided that the Released Parties arising out ofClaims shall not include any claims to enforce your rights under, based upon or in any wayand you shall retain the right to bring claims with respect to, directly or indirectly(i) this Agreement, related to (ii) benefits under the Company's businessdirectors' and officers' liability insurance policies, my employment (iii) indemnification to the extent provided under the Company's charter or by-laws, and (iv) benefits due to you in accordance with the provisions of any applicable Company employee benefit plan or under COBRA.
(b) Notwithstanding the termination generality of such employment; provided, however, that this General Release shall have no effect whatsoever upon: clause (a) above, the Company's obligationsReleased Claims include, if anywithout limitation, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (bi) any and all obligations claims under Title VII of the Released Parties Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (except with respect to defendbenefits under Section 10(a)(iv) above), indemnifythe Americans with Disabilities Act, hold harmless the Family and Medical Leave Act of 1993, and any and all other federal, state or reimburse the undersigned local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the Indemnification Agreement between the Company common law, including compensatory damages, punitive damages, attorney's fees, costs, expenses and the undersigned, and/or under applicable law and/or under the respective charters and by-laws all claims for any other type of the Released Parties, and/or pursuant to insurance policies, if any, for acts damage or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and relief.
(c) You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one days to consider whether you want to sign this Agreement and all rights that the undersigned may Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven days after it is signed, and you understand that you will not receive any payments due you under this Agreement until such seven day revocation period (the "Revocation Period") has passed and then, only if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one days after its delivery to vested or accrued benefits or entitlements under and in accordance with any applicable planyou, agreement, program, award, policy or arrangement you hereby acknowledge that your decision to execute this Agreement prior to the expiration of a Released Partysuch twenty-one day period was entirely voluntary.
Appears in 1 contract
General Release. For good As a material inducement to the Company to enter into this Release and valuable considerationin consideration of the payments to be made by the Company to the Employee in accordance with Paragraph 2 above, the receipt Employee, on behalf of herself, her representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Release and having the right and opportunity to consult with her counsel, a "Releasing Party")releases and discharges the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates, and all employee benefit plans sponsored by or contributed to by the Company (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (as of the effective date of this Release and, upon the Employee’s reaffirmation, through the Termination Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Release is not intended to and does not limit the Releasing Party hasEmployee’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency, has had and the Release is not intended to and does not limit the Employee’s right to seek indemnification from the Company for third-party claims related to Employee’s service as a director or may have against officer of the Company. Without limiting the generality of the foregoing, it being the intention of the parties to make this Release as broad and as general as the law permits, this Release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of and all subject matter and claims arising with respect to the Unvested Units; under the Employment Agreement; from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of 1967, as amended; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving her employment with the Company, based upon the termination of her employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of her employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Employee further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action that are unknown to the Change releasing or discharging party at the time of execution of the release and discharge. The Employee hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in Control Agreement between any jurisdiction including, but not limited to, the undersigned State of Delaware and the Company, dated [Date] (the “CIC Agreement”) or the rights State of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyUtah.
Appears in 1 contract
Sources: Employment Agreement (BRC Inc.)
General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Employment Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectly, related alleged whistleblower status (to the Company's businessfullest extent those claims may be released under applicable law), my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims I may have against the Company that arise after the date I execute this General Release, or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and ’s qualified benefit plans or arrangements as of or after my last day of employment with the Company, dated [Date] (the “CIC Agreement”) or the rights on any of the undersigned to enforce such obligations; (b) any and all Company’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEmployment Agreement.
Appears in 1 contract
General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Fifth Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Fifth Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Fifth Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Fifth Amended Forbearance Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Fifth Forbearance Period and (c) any the termination of this Fifth Amended Forbearance Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 1 contract
Sources: Forbearance Agreement (Wornick CO)
General Release. For good and valuable consideration, (a) Effective as of the receipt and adequacy of which is hereby acknowledged, IClosing, for myself and my in consideration of the mutual agreements and covenants of the parties under this Agreement, each party, on behalf of itself and its assigns, heirs, beneficiaries, creditors, representatives, agents and affiliates (the “Releasing Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges each other party and the officers, directors, partners, general partners, limited partners, managing directors, members, trustees, shareholders, representatives, employees, principals, agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, personal or legal representatives, insurers and representatives (eachattorneys of any of each such other party and those of its Affiliates, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneysparents, and their respective successors, assigns, heirs and representatives subsidiaries (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all commitments, actions, debts, claims, demandscounterclaims, suits, causes of action, liabilities or damages, demands, liabilities, obligations, known or unknowncosts, pending or not pendingexpenses, liquidated or not liquidated, and compensation of every kind and nature whatsoever (collectivelywhatsoever, the "Released Claims") past, present, or future, at Law or in equity, whether known or unknown, contingent or otherwise, which the such Releasing Party Parties, or any of them, had, has, has had or may have had at any time in the past until and including the Closing Date (but not thereafter) against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or or any of them, including any claims which relate to or arise out such Releasing Party’s prior relationships with the other parties or their Affiliates or its or his rights or status as a shareholder, officer, employee or director of the other party and its Affiliates (collectively, for the purposes of this Section 11.13, “Causes of Action”) but excluding the exceptions set forth in the following sentence. The sole exceptions to the scope of this release are (i) for claims arising after the date hereof directly under this Agreement (including the exhibits and attachments hereto) in accordance with its terms; (ii) for indemnification of CHATURVEDI for actions taken as an officer or director of PIVOT and its Affiliates pursuant to insurance policiesthe organizational documents of PIVOT and its Affiliates, if anyunder any Directors & Officers Insurance Policy with respect to which CHATURVEDI would be an intended or implied beneficiary and under any director indemnification agreement or policy; (iii) for claims of CHATURVEDI and PIVOT which relate to the equity in PIVOT which CHATURVEDI will continue to own, for acts or omissions in the undersignedand to each party’s capacity as a director, officer and/or employee thereof; rights and (c) obligations with respect to such equity and under any and all rights option and restricted stock grant agreements. Notwithstanding the undersigned may have foregoing, in the event that any third party makes claims against either INDUS or CHATURVEDI with respect to vested any actions or accrued benefits liabilities of PIVOT, and PIVOT does not indemnify and defend INDUS or entitlements CHATURVEDI, as applicable, with respect to such claims, the release of PIVOT and its related parties by INDUS or CHATURVEDI under this Agreement shall be void ab initio. The parties specifically acknowledge that any and all Non-Competition Agreements between CHATURVEDI and PIVOT, are terminated and of no further force and effect. In addition to the above release, PIVOT, on behalf of itself and all Releasing Parties, specifically disclaims any interest in accordance with SINDHU PHARMACEUTICALS, LTD. Except as otherwise provided herein, all agreements by and between INDUS and CHATURVEDI, on one hand, and PIVOT on the other, other than the Exchange Agreement, Separation Agreement, and other related documents, are hereby terminated.
(a) Effective as of the Closing, each Releasing Party hereby represents to the Released Parties that such Releasing Party (i) has not assigned any applicable plan, agreement, program, award, policy Causes of Action or arrangement possible Causes of a Action against any Released Party, (ii) fully intends to release all Causes of Action against the Released Parties including unknown and contingent Causes of Action (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the consequences hereof. Furthermore, each Releasing Party further agrees not to institute any litigation, lawsuit, claim or action against any Released Party with respect to the released Causes of Action.
(b) Effective as of the Closing, each Releasing Party hereby represents and warrants that it has access to adequate information regarding the terms of this Agreement, the scope and effect of the releases set forth herein, and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.
Appears in 1 contract
General Release. For good In consideration of the special, individualized severance package offered to me by LSB Industries, Inc. and valuable considerationthe separation benefits I will receive as reflected in the Employment Agreement between me and LSB Industries, Inc. dated April 27, 2015 and my Severance Agreement (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Agreement”), I hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")LSB Industries, Inc. and its stockholderspredecessors, successors, affiliates, parent, subsidiaries and partners and each of those entities’ employees, officers, directors, employees, directors and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, hereafter collectively referred to as the “Company”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or I may have or claim to have against any one or more the Company either as a result of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my past employment with the Company or and/or the termination severance of that relationship and/or otherwise, and hereby waive any and all rights I may have with respect to and promise not to file a lawsuit to assert any such employment; providedclaims, however, provided that nothing contained in this General Release shall constitute a release of the Company from any obligations it may have no effect whatsoever upon: to the undersigned (a) under the Company's obligationscontinuing obligations under Sections 8.4(d), if any8.5, to pay CIC Payments pursuant to 9, 11.6 and 11.7 of the Change in Control Employment Agreement after termination of Executive’s employment, this Severance and Release Agreement, or any other written agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights Company in effect as of the undersigned to enforce such obligationsDate of Termination; (b) relating to any and all obligations employee benefit plan, stock option plan, stock option agreement, or ownership of the Released Parties to defend, indemnify, hold harmless Company’s stock or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts debt securities; or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) relating to any rights of indemnification and/or defense under the Company’s certificate of incorporation, bylaws, or coverage under officers and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partydirectors insurance.
Appears in 1 contract
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Amended and Restated Employment Agreement, dated as of June 20, 2014, to which Bellerophon Therapeutics LLC (the “Parent”), Bellerophon Services, Inc. (the “Company”) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”) are parties (the “Employment Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Parent and each of its subsidiaries and affiliates (the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Company Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Executive under this Waiver and Release of Claims and Section 5 of the Employment Agreement;
(b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Company Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, Company policy;
(f) claims for the reimbursement of unreimbursed business and other expenses incurred prior to the date of termination pursuant to applicable Company policy and the Employment Agreement;
(g) claims that cannot be released or arrangement of a Released Partywaived by law.
Appears in 1 contract
Sources: Employment Agreement (Bellerophon Therapeutics LLC)
General Release. For good The Executive acknowledges and valuable considerationagrees that this --------------- Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which is hereby acknowledgedemployment or upon termination thereof. Accordingly, Iupon Mattel's fulfilling its obligations to the Executive hereunder, for myself the Executive, on behalf of himself and my his successors, assigns, heirs and representatives any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge Mattel and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (each, a "Releasing Party"whether or not wholly-owned), hereby release divisions, partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their officers, directors, agents, employees, agents and attorneysservants, executors, administrators, accountants, investigators, insurers, and their respective successorsany and all other related individuals and entities, assignsif any, heirs and representatives (eacheach of them, a "Released Party"), individually in any and collectivelyall capacities, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, liabilities of whatever kind or obligationsnature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, pending suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not pendinglimited to, liquidated or not liquidatedany claims based on, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any way, directly or indirectlymanner arising out of, related to the Company's business, my employment or connected with the Company Executive's employment with, or the termination of such employment; providedemployment from, howeverMattel or any of its related entities, that this General Release shall have no effect whatsoever upon: (a) including, but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the Companybasis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or any other form of discrimination, and any common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Upon Mattel's obligations, if any, to pay CIC Payments pursuant fulfilling its obligations to the Change in Control Agreement between Executive here-under, the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Executive expressly waives any and all rights under Section 1542 of the undersigned Civil Code of the State of California, and all other federal or state statutory rights, rules, and principles of common law or equity, including without limitation those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 ("similar provision"). Thus the Executive may not invoke the benefits of Section 1542 or any similar provision in order to prosecute or assert in any manner any claims released hereunder. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have to vested or accrued benefits or entitlements under and in accordance materially affected his settlement with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe debtor."
Appears in 1 contract
General Release. For good You release, relinquish, and valuable considerationgive up any and all claims, suits and causes of action, known or unknown, which you may have or hold against any of the receipt Inovalon Parties in any way arising out of, relating to, or resulting from: (a) your employment with any of the Inovalon Parties or the termination thereof; (b) any fact, statement, or conduct made or occurring prior to the execution of this Agreement by you; (c) any employment or business custom, practice, or policy of any of the Inovalon Parties; or (d) any conduct or decision of any of the Inovalon Parties which in any way affected you, or discussions leading up to and/or culminating in this Agreement, or your rights, if any, to any benefit due you under any pension plan based upon your service with the Company through the Termination Date. This is a general release of all claims and adequacy of which is hereby acknowledged, I, for myself you knowingly and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby voluntarily release and forever discharge Comtech Telecommunications Corp. (the "Company"), and its stockholdersaffiliates, subsidiaries, divisions, and related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, directorsstockholders, employees, agents and officers, attorneys, and their respective successorsaccountants, directors, assigns, heirs and representatives agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (eachcollectively, a "Released Party"the “Inovalon Parties”), individually of any and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or and unknown, pending or not pendingasserted and unasserted, liquidated or not liquidatedforeseeable and unforeseeable which against the Inovalon Parties, of every kind you, your heirs, executors, administrators, successors, and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had assigns have or may have against any one or more as of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights date of the undersigned to enforce such obligationsexecution of this Agreement by you, including but not limited to, any alleged violation of: the National Labor Relations Act, as amended; (b) any and all obligations Title VII of the Released Parties to defendCivil Rights Act of 1964, indemnifyas amended; the Civil Rights Act of 1991, hold harmless or reimburse as amended; the undersigned under Americans with Disabilities Act of 1990, as amended; the Indemnification Agreement between Family and Medical Leave Act, as amended; the Company Age Discrimination in Employment Act, as amended; the Occupational Safety and Health Act of 1990, as amended; the undersigned▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Maryland Occupational Safety and Health Laws, and/or under applicable law and/or under as amended; the respective charters and by-laws of Maryland Equal Pay Law, as amended; the Released PartiesMaryland Human Rights Act, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofamended; and (c) any and all other federal, state or local civil or human rights the undersigned may have to vested law or accrued benefits any other federal, state or entitlements under and local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including attorneys’ fees incurred in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythese matters.
Appears in 1 contract
Sources: Executive Separation Agreement and Release (Inovalon Holdings, Inc.)
General Release. For good On and valuable considerationas of the Second Amendment Effective Date and in consideration of the agreements set forth herein, the receipt Company, on behalf of itself and adequacy of which is hereby acknowledged, I, for myself its successors and my successors, assigns, heirs and representatives does hereby agree as follows (eachthe “General Release”):
(a) Each such Person does hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Agent and each Lender, its stockholdersall of Agent’s and each Lender’s predecessors-in-interest, and all of Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, of every kind a “Claim” and nature whatsoever (collectively, the "Released “Claims") which ”), each as though fully set forth herein at length, that the Releasing Party hasCompany, any guarantor or any of their respective successors or assigns now has had or may have against any one or more as of the Released Parties Second Amendment Effective Date in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's business, my employment with transactions contemplated by the Loan Documents (including this Second Amendment) or any of them or any provision or failure to provide credit or other accommodations to the Company or any other Person under the termination Loan Documents (including this Second Amendment) or any of such employment; providedthem or any other agreement, howeverdocument or instrument referred to, that or otherwise related to, any or all of the Loan Documents (including this General Release shall have no effect whatsoever upon: Second Amendment) or any of them (a) the Company's obligationseach, if anya “Released Claim” and, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companycollectively, dated [Date] (the “CIC AgreementReleased Claims”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party).
Appears in 1 contract
Sources: Senior Subordinated Convertible Loan and Security Agreement (Blonder Tongue Laboratories Inc)
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Employment Agreement dated May 18, 2010 between Planet Beach Franchising Corporation (the “Company”) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”) (the “Employment Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Company and each of its subsidiaries and affiliates (the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Company Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:
(a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned Executive under this Waiver and Release of Claims and the Employment Agreement, including, but not limited to, the Executive’s rights to enforce such obligations; payments under Section 3 of the Employment Agreement;
(b) any and all obligations rights of the Released Parties Executive relating to defend, indemnify, hold harmless or reimburse equity and equity compensatory awards of the undersigned Company held by the Executive as of his date of termination;
(c) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law and the Employment Agreement;
(d) rights to indemnification the Executive may have under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of the Released PartiesCompany;
(e) claims for benefits under any health, and/or pursuant to disability, retirement, deferred compensation, life insurance policiesor other, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or similar employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy benefit plan or arrangement of a Released Partythe Company Affiliated Group; and
(f) claims for the reimbursement of un-reimbursed business expenses incurred prior to the date of termination pursuant to applicable Company policy.
Appears in 1 contract
Sources: Employment Agreement (Planet Beach Franchising Corp)
General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent and each Lender, its stockholdersand each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "“Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by Agent or any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent or any Lender and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this release is an essential and all obligations material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Proterra Inc)
General Release. For good a. As a material inducement to VoIP to enter into this Agreement, ▇▇▇▇▇, on behalf of himself and valuable considerationhis heirs, the receipt executors, administrators, successors and adequacy of which is assigns, does hereby acknowledgedirrevocably and unconditionally release, Iacquit and forever discharge VoIP, for myself and my its divisions, subsidiaries, affiliates and all owners, stockholders, predecessors, successors, assigns, heirs and representatives (eachagents, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents representatives, and attorneys, and their respective successorsacting by, assignsthrough, heirs and representatives (eachunder or in concert with VoIP or any parent, a "Released Party"), individually and collectivelysubsidiary or related entity, from any and all charges, complaints, grievances, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated joint or not liquidatedseveral, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, VoIP has had or may hereafter claim to have had, against VoIP by reason of any one matter, act, omission, cause or more event whatever from the beginning of time. ▇▇▇▇▇ agrees that this waiver and release does not apply to any rights or claims that may arise under the Released Parties arising out ofADEA after the Effective Date of this Agreement. ▇▇▇▇▇ acknowledges that the consideration given for this waiver and Release Agreement is in addition to anything of value to which ▇▇▇▇▇ was already entitled. ▇▇▇▇▇ further acknowledges that he has been advised by this writing that he should consult with an attorney prior to executing this Agreement. This release and waiver of Claims specifically includes, based upon or but without limiting the foregoing general terms, the following: Any and all Claims which might have been asserted by ▇▇▇▇▇ in any waysuit, directly claim, or indirectlycharge, related for or on account of any matter or things whatsoever that has occurred up to and including the Company's businessdate of this Agreement, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) under any and all obligations of the Released Parties to defendlaws, indemnifystatutes, hold harmless orders, regulations, or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts any Claim in contract or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partytort.
Appears in 1 contract
Sources: Settlement Agreement (Voip Inc)
General Release. For good Pantermuehl and valuable considerationher fam▇▇▇ ▇▇▇▇▇▇▇, the receipt and adequacy of which is hereby acknowledgedheirs, I, for myself and my successors, assigns, heirs and representatives assigns (each, a hereinafter referred to collectively as the "Releasing PartyParties")) hereby release, hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company"), Carrington and its stockholderssha▇▇▇▇▇▇▇▇▇, officers, directors, fiduciaries, agents, servants, employees, agents and representatives, attorneys, and their respective insurers, successors, assigns, heirs and representatives assigns (each, a hereinafter referred to collectively as the "Released PartyParties"), individually and collectively, ) from any and all claims, demands, and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, action of every kind and nature whatsoever (collectivelycharacter, the "Released Claims") which whether vicarious, derivative, or direct, that any of the Releasing Party has, Parties now has had or may hereafter have or assert against any one or more all of the Released Parties arising growing out of, based upon resulting from, or connected in any way, directly or indirectly, related to the Companyway with Pantermuehl's business, my employmen▇ ▇▇ ▇▇▇ ▇▇▇mination of her employment with the Company or the termination of such employment; providedCarrington, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, including b▇▇ ▇▇▇ ▇▇mited to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations claims for damages (actual, exemplary, liquidated, or unliquidated), back pay, future pay, deferred compensation, bonuses, commissions, severance payments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, reinstatement or priority placement, past and future medical or other employee benefits for Pantermuehl or her dep▇▇▇▇▇▇▇, ▇▇ployee retirement benefits, contributions to company sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which Pan▇▇▇▇▇▇▇▇ ▇s a partic▇▇▇▇▇), ▇▇▇ical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other form whatsoever of legal or equitable relief to which any of the Released Releasing Parties to defend, indemnify, hold harmless claims or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws might claim entitlement as a result of any alleged act or omission of any of the Released Releasing Parties, and/or pursuant including but not limited to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.alleged
Appears in 1 contract
Sources: Termination Agreement (Carrington Laboratories Inc /Tx/)
General Release. For good The Executive acknowledges and valuable considerationagrees that this --------------- Agreement includes the entire agreement and understanding between the parties with regard to the Executive's employment, the receipt termination thereof during the Employment Period, and adequacy all amounts to which the Executive shall be entitled whether during the term of which is hereby acknowledgedemployment or upon termination thereof. Accordingly, Iupon Mattel's fulfilling its obligations to the Executive hereunder, for myself the Executive, on behalf of himself and my his successors, assigns, heirs and representatives any and all other persons claiming through the Executive, if any, and each of them, shall and does hereby forever relieve, release, and discharge Mattel and its respective predecessors, successors, assigns, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (each, a "Releasing Party"whether or not wholly-owned), hereby release divisions, partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their officers, directors, agents, employees, agents and attorneysservants, executors, administrators, accountants, investigators, insurers, and their respective successorsany and all other related individuals and entities, assignsif any, heirs and representatives (eacheach of them, a "Released Party"), individually in any and collectivelyall capacities, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, liabilities of whatever kind or obligationsnature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts or omissions occurring before the execution of this Agreement, whether known or unknown, pending suspected or unsuspected, fixed or contingent, apparent or concealed (collectively referred to as "claims"), including, but not pendinglimited to, liquidated or not liquidatedany claims based on, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon related to or connected with the subject matter of this Agreement, the Executive's employment or the termination thereof, and any and all facts in any way, directly or indirectlymanner arising out of, related to the Company's business, my employment or connected with the Company Executive's employment with, or the termination of such employment; providedemployment from, howeverMattel or any of its related entities, that this General Release shall have no effect whatsoever upon: (a) including, but not limited to, any claims arising from rights under federal, state, and local laws prohibiting discrimination on the Companybasis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, ancestry, sexual orientation, or any other form of discrimination, and any common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, misrepresentation, defamation, wrongful termination, infliction of emotional distress, breach of fiduciary duty, and any other common law claim of any kind whatever. Upon Mattel's obligations, if any, to pay CIC Payments pursuant fulfilling its obligations to the Change in Control Agreement between Executive here-under, the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) Executive expressly waives any and all rights under Section 1542 of the undersigned Civil Code of the State of California, and all other federal or state statutory rights, rules, and principles of common law or equity, including without limitation those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 ("similar provision"). Thus the Executive may have not invoke the benefits of Section 1542 or any similar provision in order to vested prosecute or accrued benefits or entitlements under and assert in accordance with any applicable planmanner any claims released hereunder. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, agreement, program, award, policy or arrangement of a Released PartyWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Appears in 1 contract
General Release. For good (a) In consideration of the payment of the Final Purchase Price, effective as of the Effective Time, each Holder hereby fully and valuable considerationfinally releases, acquits and forever discharges Parent, the receipt Company and adequacy the Company’s Subsidiaries, and each of which is hereby acknowledgedtheir respective individual, Ijoint or mutual, for myself past, present and my future officers, directors, partners, manager, employees, agents, representatives, affiliates, stockholders, members, controlling persons, parents, subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, personal representatives and representatives attorneys (eachindividually, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually “Releasee” and collectively, “Releasees”) from any and all claims, suits, counterclaims, demands, damages, losses, costs, proceedings, causes of action, liabilities or orders, obligations, commitments, promises, contracts, agreements, debts, liens, expenses and liabilities whatsoever, whether known or unknown, pending suspected or not pendingunsuspected, liquidated fixed or not liquidatedcontingent, both at law and in equity (“Claims”), which such Holder has as of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party hasEffective Time, has ever had or may from and after the Effective Time have against the respective Releasees, or any one of them, arising contemporaneously with or more prior to the Effective Time or on account of the Released Parties or arising out ofof any matter, based upon cause or in any way, directly event occurring contemporaneously with or indirectly, related prior to the Company's businessEffective Time, my employment with whether or not relating to claims pending on, or asserted after, the Company or the termination of such employment; providedEffective Time, however, that this General Release shall have no effect whatsoever upon: excluding (a) the Company's obligationsany rights arising out of or related to this Agreement or any agreement contemplated by this Agreement, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any rights arising out of any fraudulent action or inaction by any Releasee. Each Holder further agrees not to institute any litigation, lawsuit, claim or action against the Releasees, or any of them, pursuing any Claim released above. Each Holder acknowledges, agrees and represents, on its behalf and on behalf of its affiliates, that (i) it has not assigned any Claim or potential Claim released above against the Releasees to any other Person, (ii) it fully intends to release all Claims arising on or before the Effective Time against the Releasees in accordance herewith other than those specifically reserved herein and (iii) it has been advised by its legal counsel and has negotiated and agreed upon this general release. Each Holder hereby represents and warrants that it has adequate information regarding the terms of this general release, the scope and effect of the releases set forth herein, and all obligations other matters encompassed by this general release to make an informed and knowledgeable decision with regard to entering into this general release, and that such Holder has independently and without reliance upon the Releasees made his, her or its own analysis and decision to enter into this general release.
(b) Effective as of the Released Parties to defendEffective Time, indemnifyParent hereby fully and finally releases, hold harmless acquits and forever discharges each Holder and each of their respective individual, joint or reimburse the undersigned under the Indemnification Agreement between the Company mutual, past, present and the undersignedfuture officers, and/or under applicable law and/or under the respective charters directors, partners, managers, employees, agents, representatives, affiliates, stockholders, members, controlling persons, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and by-laws of the Released Partiesattorneys (individually, and/or pursuant to insurance policiesa “Holder Releasee” and collectively, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c“Holder Releasees”) from any and all Claims, which Parent has as of the Effective Time, has ever had or may from and after the Effective Time have against the respective Holder Releasees, or any of them, arising contemporaneously with or prior to the Effective Time or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Effective Time, whether or not relating to Claims pending on, or asserted after, the Effective Time, excluding (a) any rights arising out of or related to this Agreement or any agreement contemplated by this Agreement, and (b) any rights arising out of any fraudulent action or inaction by any Holder Releasee. Parent further releases the undersigned may have Company’s past and current officers and directors from any and all Claims against such Persons except for Claims based on any rights arising out of any fraudulent action or inaction by any such Person. Parent further agrees not to vested institute any litigation, lawsuit, claim or accrued benefits action against the Holder Releasees, or entitlements under any of them, pursuing any Claim released above. Parent acknowledges, agrees and represents, on its behalf and on behalf of its Affiliates, that (i) it has not assigned any Claim or potential Claim released above against the Holder Releasees to any other Person, (ii) it fully intends to release all Claims arising on or before the Effective Time against the Holder Releasees in accordance herewith other than those specifically reserved herein and (iii) it has been advised by its legal counsel and has negotiated and agreed upon this general release. Parent hereby represents and warrants that it has adequate information regarding the terms of this general release, the scope and effect of the releases set forth herein, and all other matters encompassed by this general release to make an informed and knowledgeable decision with any applicable planregard to entering into this general release, agreement, program, award, policy or arrangement of a Released Partyand that Parent has independently and without reliance upon the Holder Releasees made its own analysis and decision to enter into this general release.
Appears in 1 contract
General Release. For good By signing below and/or the Consent of Guarantors hereto and/or the Acknowledgment and valuable considerationAgreement of AJI, KJC, KFC, KAAC and KBC hereto, each of the receipt Company and adequacy the other Obligors, on behalf of which is hereby acknowledgeditself and each other Obligor, Iand each of their respective predecessors, for myself successors and my successors, assigns, heirs hereby fully, finally, irrevocably, forever and representatives (eachunconditionally releases, a "Releasing Party")discharges and acquits the Agent, hereby release each of the Secured Lenders, and forever discharge Comtech Telecommunications Corp. (each of the "Company"), its stockholders, foregoing's officers, directorsemployees and agents, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives from all Released Claims (each, a as hereinafter defined). As used herein the term "Released Party")Claims" means all claims of the Company and the other Obligors, individually and collectivelyon the one hand, from against the Agent or any and Secured Lender, on the other hand, including but not limited to all claims, demands, obligations, liabilities, indebtedness, responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of actionaction (whether at law or in equity), liabilities debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or obligationscharacter, known and unknown, whensoever arising and occurring at any time up to and through the date hereof, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelymatured or unmatured, the "Released Claims") fixed or contingent, which the Releasing Party has, has had or may have against in any one or more of the Released Parties arising way arise out of, based upon are connected with or in relate to this Amendment or any way, directly of the other Loan Documents (including as amended hereby) or indirectly, related to the Company's business, my employment with the Company any transactions thereunder or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights administration of the undersigned to enforce such obligations; (b) any and all obligations lender-borrower relationship provided in the Loan Documents. Each of the parties hereto intends that the foregoing releases shall be effective as a full and final accord and satisfaction of Released Parties to defendClaims, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between and each of the Company and the undersignedother Obligors hereby agrees, and/or under represents and warrants that, to the extent permitted by applicable law and/or under law, the respective charters and by-laws matters released herein are not limited to matters which are known or disclosed. In this connection, each of the Company and the other Obligors hereby agrees, represents and warrants that it realizes and acknowledges that (a) factual matters now existing and unknown to it may have given or may hereafter give rise to Released PartiesClaims which are presently unknown, unsuspected, unliquidated, unmatured and/or pursuant contingent, (b) such Released Claims may be unknown, unsuspected, unliquidated, unmatured and/or contingent due to insurance policiesignorance, if anyoversight, for acts error, negligence or omissions in the undersigned’s capacity as a directorotherwise, officer and/or employee thereof; and (c) any and all rights the undersigned if such Released Claims had been known, suspected, liquidated, matured and/or unconditional, its decision to enter into this release may have been materially affected. Each of the Company and the other Obligors further agrees, represents and warrants that this release has been negotiated and agreed upon in view of these realizations. Nevertheless, each of the Company and the other Obligors hereby intends to vested release, discharge, and acquit each other of and from any such unknown, unsuspected, unliquidated, unmatured and/or contingent Released Claims which are in any way set forth in or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyrelated to the matters identified hereinabove.
Appears in 1 contract
Sources: Post Petition Credit Agreement (Kaiser Aluminum Corp)
General Release. For In consideration of Lender entering into this Agreement, and for good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, IBorrower for: (i) itself, for myself (ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and my successors(iv) the respective partners, assignsmembers, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersmanagers, officers, directors, shareholders, agents, employees, agents heirs, legal representatives, legatees, successors and attorneysassigns of all of the foregoing persons and entities, hereby releases and their respective forever discharges Lender, its past, present and future shareholders, successors, assigns, heirs officers, directors, agents, attorneys and representatives (eachemployees together with their respective heirs, a "Released Party")legal representatives, individually legatees, successors and collectivelyassigns of and from all actions, from any and all claims, demands, damages, debts, losses, liabilities, indebtedness, causes of actionaction either at law or in equity and of whatever kind or nature, liabilities or obligations, whether known or unknown, pending direct or not pendingindirect, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more existing as of the Released Parties date of this Agreement, by reason of any matter, cause or thing whatsoever arising out of, based upon of or in any way, directly or indirectly, related relating to the Company's business, my employment with transactions which are the Company or the termination subject of such employment; provided, however, that this General Release shall have no effect whatsoever upon: Agreement.
(a) It is acknowledged that Borrower has read the Company's obligationsGeneral Release provisions of this Paragraph 11 and consulted legal counsel before executing same; that Borrower has relied upon its own judgment and that of its legal counsel in executing the General Release provisions of this Paragraph 11 and has not relied on or been induced by any representation, if anystatement or act by any other party referenced to herein which is not referred to in this instrument; that Borrower enters into the General Release provisions of this Paragraph 11 voluntarily, to pay CIC Payments pursuant to with full knowledge of its significance; and that the Change General Release provisions of this Paragraph 11 are in Control Agreement between the undersigned all respects complete and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; final.
(b) If any and all obligations term or provision of the Released Parties General Release contained herein or the application thereof to defendany person, indemnifyentity or circumstance shall, hold harmless or reimburse to any extent, be held invalid and/or unenforceable by a court of competent jurisdiction, the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws remainder of the Released PartiesGeneral Release contained herein, and/or pursuant or the application of such term or provisions to insurance policiespersons, if anyentities or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, for acts or omissions in and each term and provision of the undersigned’s capacity as a director, officer and/or employee thereof; General Release contained herein shall be valid and (c) any and all rights be enforced to the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyfullest extent permitted by law.
Appears in 1 contract
Sources: Waiver and Loan Modification Agreement (Chromcraft Revington Inc)
General Release. For good (a) Effective upon the Closing, Tanus, on behalf of himself and valuable considerationeach of his Affiliates and Family Members, the receipt and adequacy each Seller, and each of which is hereby acknowledgedtheir respective heirs, Iadministrators, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersexecutors, officers, directors, employees, stockholders, partners, managers, members, agents and attorneysrepresentatives, and the successors and assigns of each (individually, a “Releasor”, collectively, the “Releasors”), FULLY AND FINALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, AND COVENANTS NOT TO ▇▇▇, the Company, the Subsidiaries, Purchaser and their respective Affiliates (and, to the extent they would be liable in respect of their position with the foregoing, each of the present and former officers, directors, stockholders, members, partners, managers, representatives, employees, agents, affiliates, subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, personal representatives and representatives attorneys of the foregoing) (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claimsActions, demandsEncumbrances, causes Contracts, promises, offers, Damages, Liabilities and compensation of actionany kind or nature whatsoever, liabilities or obligationsKNOWN OR UNKNOWN, known or unknownSUSPECTED OR UNSUSPECTED, pending or not pendingFORESEEN OR UNFORESEEN, liquidated or not liquidatedKNOWN OR UNKNOWN, of every kind and nature whatsoever DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, FIXED OR CONTINGENT, PAST, PRESENT OR FUTURE, IN LAW OR IN EQUITY (collectively“Claims”), the "Released Claims") which the Releasing Party hasReleasors now have, has have ever had or may hereafter have against any one or more of the Released Parties arising out of, based upon contemporaneously with or in any way, directly or indirectly, related prior to the Company's businessClosing Date or on account of or arising out of any matter, my employment cause or event occurring contemporaneously with or prior to the Company or the termination of such employmentClosing Date; provided, however, that this General Release nothing contained herein shall have no effect whatsoever upon: operate to release (ai) any obligations of Purchaser, the Company or its Subsidiaries arising under the Transaction Agreements, (ii) any of the other Transaction Agreements to which such Releasor is a party or (iii) any obligations for payment of amounts accrued on the Company's obligations, if any, ’s Interim Financial Statements but not paid to pay CIC Payments pursuant any such Releasor prior to the Change Closing Date. In compliance with any Law which requires a specific release of unknown claims or benefits, Tanus and each Seller, individually and on behalf of its respective Releasors, acknowledges that this release includes a release of unknown claims (except Fraud Claims), and hereby expressly waives and relinquishes any and all such claims, rights or benefits that such may have which are unknown at the effective time of this release. Such Parties understand and agree that if, hereafter, such parties discover facts different from or in Control Agreement between addition to those that they now know or believe to be true, that the undersigned waivers and the Company, dated [Date] (the “CIC Agreement”) releases granted hereby shall be and remain effective in all respects notwithstanding such different or additional facts or the rights discovery of such facts, except in the undersigned to enforce such obligations; case of Fraud Claims.
(b) Tanus and each Seller (on behalf of itself and each of its respective Releasors) further agrees not to institute any Action, and all obligations will not cooperate or assist in any such Action, against the Released Parties, or any of them, pursuing any Claim released pursuant to Section 7.6(a).
(c) Tanus and each Seller represents that it has not assigned any Claim or potential Claim against the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between any other Person.
(d) It is understood and agreed that the Company (on behalf of itself and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the other Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in ) does not admit any liability regarding the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partymatters released hereby.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Fortune Brands Home & Security, Inc.)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "“Releasing Party"”), hereby release and forever discharge Comtech Telecommunications Corp. (the "“Company"”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "“Released Party"”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination Termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Sixth Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] November 18, 2016 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Employment Agreement (Comtech Telecommunications Corp /De/)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of this Agreement by the Agent and the Lenders, and any financial accommodations which is hereby acknowledgedthe Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, Ieach of the Borrower and the other Credit Parties, for myself on behalf of itself and my successorsits successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Agent and the Lenders, in each case, in any capacity and their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents consultants, agents, attorneys and attorneysother representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Effective Date. The receipt by the Borrower or any other Credit Party of any Loans or other financial accommodations made by the Agent or any Lender after the date hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such Loans or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Agreement, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section 14.19 shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 1 contract
Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)
General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the Resignation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time and (iii) to benefits under the terms of a Released Partyany employment benefit plan in which he participated while employed by the Company and to continuation of benefits under COBRA.
Appears in 1 contract
Sources: Resignation Agreement (Spirit AeroSystems Holdings, Inc.)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to ▇▇▇ or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Forbearance Period and (c) any the termination of this Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.
Appears in 1 contract
Sources: Forbearance Agreement (Wornick CO)
General Release. For good and valuable consideration(a) In exchange for the consideration described in Paragraph 2, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby you release and forever discharge Comtech Telecommunications Corp. (discharge, to the "maximum extent permitted by law, the Company"), its stockholders, officers, directors, employees, agents and attorneysHydroGen Corporation, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectivelyeach of the other “Releasees” as defined below, from any and all claims, demands, causes of action, complaints, lawsuits or liabilities of any kind (collectively “Claims”) as described below which L▇▇ Blomen, his heirs, agents, administrators, successors, executors or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had assigns have or may have against the Company, HydroGen Corporation or any one or more of the Released Parties other Releasees, or which Blomenco, its parent, subsidiary, related or affiliated entities and respective past, present, and future officers, directors, shareholders, attorneys, employees, insurers, agents, and their respective successors and assigns may have against the Company, HydroGen Corporation or any of the other Releasees.
(b) By agreeing to this General Release, you are waiving, to the maximum extent permitted by law, any and all Claims which you have or may have against the Company, Hydrogen Corporation or any of the other Releasees arising out ofof or relating to any conduct, matter, event or omission existing or occurring before you sign this Separation Agreement, including but not limited to the following:
(i) any Claims having anything to do with Blomenco’s consulting relationship with the Company, HydroGen Corporation, or any of the Releasees, or termination of such relationship, including but not limited to Claims based upon on any alleged agreement, promise, representation, the Draft Agreement, or based on any negotiations or communications at any time regarding the terms of any such consulting relationship;
(ii) any Claims having anything to do with L▇▇ Blomen’s consulting or other relationship, if any, with the Company, HydroGen Corporation, or any of the Releasees, or termination of any such relationship, including but not limited to Claims based on any alleged agreement, promise, representation, the Draft Agreement, or based on any negotiations or communications at any time regarding the terms of any such consulting or other relationship, if any;
(iii) any Claims relating to any employment relationship between L▇▇ Blomen and either Hydrogen Corporation or the Company;
(iv) any Claims relating to the ownership of any intellectual property relating in any way, directly or indirectly, related way to the Company's current or planned business, my employment products or services;
(v) any Claims for unpaid or withheld wages, severance or retention payments, benefits, bonuses, commissions, Annual Retainer or Annual Supplemental Fee, and/or other compensation of any kind;
(vi) any Claims for reimbursement of expenses of any kind;
(vii) any Claims for attorneys’ fees or costs;
(viii) any Claims for benefits of any kind, including but not limited to those under the Employee Retirement Income Security Act (“ERISA”);
(ix) any Claims of discrimination and/or harassment based on age, sex, race, religion, color, creed, disability, handicap, citizenship, national origin, ancestry, sexual orientation, or any other factor protected by Federal, State or Local law as enacted or amended (such as the Age Discrimination in Employment Act, 29 U.S.C. §621 et. seq.; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act, the Company Immigration Reform and Control Act, the New York State Human Rights Law, the New York City Human Rights Law, or the termination Pennsylvania Human Relations Act) and any Claims for retaliation under any of such employmentthe foregoing laws;
(x) any Claims regarding leaves of absence including, but not limited to, any Claims under the Family and Medical Leave Act;
(xi) any Claims under the National Labor Relations Act;
(xii) any Claims under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act;
(xiii) any Claims for violation of public policy;
(xiv) any whistleblower or retaliation Claims;
(xv) any Claims for emotional distress or pain and suffering; providedand/or
(xvi) any other statutory, howeverregulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, fraud, wrongful discharge, promissory estoppel, equitable estoppel and misrepresentation.
(c) The term “Releasees” includes: all and singularly, HydroGen, L.L.C., HydroGen Corporation, and any of their direct or indirect parent, subsidiary, related or affiliated companies, and each of their past and present employees, officers, directors, attorneys, owners, partners, insurers, benefit plan fiduciaries and agents, and all of their respective predecessors, successors and assigns.
(d) It is important that you understand that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsincludes all Claims known or unknown by you, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned those that you may have to vested already asserted or accrued benefits raised as well as those that you have never asserted or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyraised.
Appears in 1 contract
Sources: Separation Agreement and General Release (HydroGen CORP)
General Release. For good EMPLOYEE agrees that the consideration stated herein represents settlement in full of all outstanding obligations owed to EMPLOYEE by EMPLOYER. EMPLOYEE understands this Agreement is a knowing and valuable considerationvoluntary waiver of claims by EMPLOYEE related to his employment with and separation from EMPLOYER. In exchange for the consideration set forth in this Agreement, and except for matters specifically provided in this Agreement, the receipt parties, on behalf of themselves, their representatives, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachrelease, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, each other from any and all claims, demands, damages, losses, obligations, rights and causes of action, liabilities or obligations, whether known or unknown, pending including but not limited to, all claims, causes of action or administrative complaints that each now has or has ever had against each other relating in any way to EMPLOYEE'S employment with EMPLOYER. The parties agree not pending, liquidated to bring any lawsuits against each other relating to the claims that each has released nor will either party allow any to be brought or not liquidated, of every kind and nature whatsoever continued on the party's behalf or in the party's name (collectively, the "Released ClaimsRELEASED CLAIMS") ). The RELEASED CLAIMS include but are not limited to those which the Releasing Party has, has had or may have against any one or more of the Released Parties arising arise out of, relate to, or are based upon or in any way, directly or indirectly, related to the Company's business, my upon: (i) EMPLOYEE'S employment with the Company EMPLOYER or the termination of such employment; providedthereof, however(ii) statements, that this General Release shall have no effect whatsoever upon: acts or omissions by EMPLOYER whether in its individual or representative capacities, (aiii) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement express or implied agreements between the undersigned and the CompanyParties, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (biv) any and all obligations claims relating to or arising from EMPLOYEE'S right to purchase or actual purchase of the Released Parties to defendshares of stock of EMPLOYER including without limitation any claims for fraud, indemnifymisrepresentation, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedbreach of fiduciary duty, and/or breach of duty under applicable law and/or state corporate law, and securities fraud under any state or federal law, provided however that the respective charters parties reserve their rights to indemnification as set forth in Section C5(a) and by-laws of the Released PartiesE(4), and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofrespectively; and (cv) all state and federal statutes, including but not limited to claims based on race, sex, disability, age, or any other characteristic of EMPLOYEE under the Americans with Disabilities Act, the Older Worker's Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 1871, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act, Executive Order 11246, the Colorado Labor Peace Act, the Colorado Wage Claim Act, the Employee's Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, and/or the Worker Adjustment and Retraining Notification Act, and all rights federal and common law. The RELEASED CLAIMS include, but are not limited to, claims related to the undersigned negotiation and execution of this Agreement, including but not limited to claims that this Agreement was fraudulently induced. Notwithstanding the foregoing, EMPLOYER specifically reserves any claim or cause of action it may have to vested against EMPLOYEE based upon intentional unlawful conduct. EMPLOYER represents that as of the date of its execution of this Agreement, it is not aware of any act or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement omission of a Released PartyEMPLOYEE that constitutes intentional unlawful conduct.
Appears in 1 contract
Sources: Resignation Agreement (Heska Corp)
General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Transaction Documents or transactions contemplated thereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 7.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee.
(b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 7.07(a) hereof; provided that this Section 7.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.
Appears in 1 contract
Sources: Temporary Waiver and Exchange Agreement (Sientra, Inc.)
General Release. For good and valuable consideration(a) In exchange for the Company’s Severance Benefits described in Paragraph 2, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby you release and forever discharge Comtech Telecommunications Corp. (discharge, to the "Company")maximum extent permitted by law, its stockholders, officers, directors, employees, agents the Company and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectivelyeach of the other “Releasees” as defined below, from any and all claims, demands, causes of action, complaints, lawsuits or liabilities of any kind (collectively “Claims”) as described below which you, your heirs, agents, administrators or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had executors have or may have against the Company or any one or more of the Released Parties other Releasees.
(b) By agreeing to this General Release, you are waiving any and all Claims that can be waived, to the maximum extent permitted by law, which you have or may have against the Company or any of the other Releasees arising out ofof or relating to any conduct, based upon matter, event or in omission existing or occurring before you sign this Agreement, and any waymonetary or other personal relief for such Claims, directly or indirectly, related including but not limited to the Company's business, my following:
(i) any Claims having anything to do with your employment with the Company or and/or any of its parent, subsidiary, related and/or affiliated companies;
(ii) any Claims having anything to do with the termination of such employmentyour employment with the Company and/or any of its parent, subsidiary, related and/or affiliated companies;
(iii) any Claims for severance, benefits, bonuses, incentive compensation, equity, commissions and/or other compensation of any kind;
(iv) any Claims for reimbursement of expenses of any kind;
(v) any Claims under the Restricted Share Award Agreement dated April 11, 2017, or any prior equity agreement, including the Stock Option Agreement dated March 7, 2016; providedBeyondSpring Pharmaceuticals, howeverInc. | ▇▇ ▇▇▇▇▇▇▇, that this General Release shall have no effect whatsoever upon▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Main Tel: (a▇▇▇) ▇▇▇-▇▇▇▇
(vi) any Claims under your Employment Agreement;
(vii) any Claims for attorneys’ fees or costs;
(viii) any Claims under the Company's obligationsEmployee Retirement Income Security Act (“ERISA”);
(ix) any Claims of discrimination and/or harassment based on age, if anysex, pregnancy, race, religion, color, creed, disability, handicap, failure to pay CIC Payments pursuant accommodate, citizenship, marital status, national origin, ancestry, sexual orientation, family status, marital status, gender identity, genetic information or any other factor protected by Federal, State or Local law as enacted or amended, such as the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,; Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act; the New York State Executive Law, the New York State Human Rights Law, the New York Labor Law, the New York City Human Rights Law, and the New York City Administrative Code; and any Claims for retaliation under any of the foregoing laws;
(x) any Claims regarding leaves of absence or paid time off under federal, state or local law, including, but not limited to, any Claims under the federal Family and Medical Leave Act, the New York City Earned Sick Time Act, and the New York State Paid Family Leave law;
(xi) any Claims under the Worker Adjustment Retraining and Notification Act (WARN), the New York State Worker Adjustment and Retraining Notification or any other federal, state or local law governing reductions in force or mass layoffs;
(xii) any Claims arising under the Immigration Reform and Control Act (“IRCA”);
(xiii) any Claims arising under the Uniformed Services Employment and Reemployment Rights Act (“USERRA”) or any state law governing military leave, including but not limited to claims under the Change in Control Agreement between New York Family Military Leave Law or any other state or local law;
(xiv) any Claims for violation of public policy;
(xv) any whistleblower or retaliation Claims under federal, state or local law, including but not limited to claims under the undersigned New York Labor Law;
(xvi) any Claims for emotional distress or pain and suffering; and/or
(xvii) any Claims under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the ▇▇▇▇-▇▇▇▇▇ Act; BeyondSpring Pharmaceuticals, Inc. | ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Main Tel: (▇▇▇) ▇▇▇-▇▇▇▇
(xviii) any Claims under the federal Fair Credit Reporting Act, the New York Fair Credit Reporting Act, or any Claims under any other federal, state or local law regarding background checks;
(xix) any Claims under the federal or any state constitutions;
(xx) any Claims under the laws of the State of New York and/or New York City;
(xxi) any other statutory, regulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, defamation, tortious interference with business relations, fraud, invasion of privacy, wrongful discharge, promissory estoppel, equitable estoppel and misrepresentation.
(c) The term “Releasees” includes: the Company, dated [Date] (the “CIC Agreement”) BeyondSpring Pharmaceuticals, Inc., and any parent, subsidiary, related or the rights affiliated companies of the undersigned Company (whether domestic or foreign), including but not limited to enforce such obligations; BeyondSpring Inc., BeyondSpring Ltd., BeyondSpring Pharmaceuticals Australia PTY Ltd., BeyondSpring (bHK) any Limited, Wanchun Biotechnology Limited, Wanchun Biotechnology, Ltd., Dalian Wanchun Biotechnology Co., Ltd, and Dalian Wanchunbulin Pharmaceuticals Ltd., and all obligations and singularly, each of the Released Parties to defendtheir past and present employees, indemnifyconsultants, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company officers, directors, attorneys, owners, partners, insurers, benefit plan fiduciaries and the undersignedagents, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have of their respective successors and assigns, including but not limited to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party▇▇▇ ▇▇▇▇▇.
Appears in 1 contract
General Release. For good In consideration of the Company's obligations under this Agreement and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), you hereby release and forever discharge Comtech Telecommunications Corp. the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors and agents (the "CompanyCompany Releasees"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, ) from any and all claims, demands, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever action (collectively, the "Released Claims") which ), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that you may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (x) your employment relationship with and service as a director, based upon employee or in any way, directly or indirectly, related to the Company's business, my employment with officer of the Company or any of its subsidiaries or affiliates, and the termination of such employmentrelationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: Section 8(a) will not apply to (aA) the Company's obligationsobligations of the Company under this Agreement, if any, (B) the obligations of the Company and its subsidiaries to pay CIC Payments continue to provide director and officer indemnification pursuant to the Change in Control Agreement agreement dated as of April 22, 1998 (the "Indemnification Agreement") between the undersigned and Endeavor Technologies Inc., a predecessor to the Company, dated [Date] and you, which Indemnification Agreement is hereby assumed by the Company, and Section 10 of this Agreement and (C) your right or ability to assert in good faith any facts by way of defense (or counterclaim arising from the “CIC Agreement”same set of facts) or against any Claim asserted against you by the rights Company pursuant to clause (B) of the undersigned proviso to enforce such obligations; (b) Section 8(b). You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all obligations of the Released Parties to defendclaims for payments or benefits, indemnifywhether express or implied, hold harmless or reimburse the undersigned under the Indemnification Agreement between that you may have against the Company and the undersignedor any of its subsidiaries or affiliates arising out of your employment relationship, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity your service as a director, employee or officer and/or employee of the Company or any of its subsidiaries or affiliates and the termination thereof; . You hereby acknowledge and (cconfirm that you are providing the release and discharge set forth in this Section 8(a) only in exchange for consideration in addition to anything of value to which you are already entitled. You acknowledge and agree that if you should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Company Releasees with respect to any cause, matter or thing which is the subject of this Section 8(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Company Releasee may recover from you all rights the undersigned may have to vested costs incurred in connection with such action, claim or accrued benefits or entitlements under and in accordance with any applicable planproceeding, agreement, program, award, policy or arrangement of a Released Partyincluding attorneys' fees.
Appears in 1 contract
General Release. For good (a) The Stockholder, on his own behalf and valuable considerationon behalf of his Affiliates, the receipt and adequacy of which is hereby acknowledgedAssociates, I, for myself and my successors, assigns, heirs heirs, beneficiaries, attorneys, partners, limited partners, employees and representatives agents (eachas applicable) (collectively, a "Releasing Party"the “Stockholder Releasors”), hereby release releases and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Arbinet, and its stockholdersrespective directors, officers, directors, employees, agents and attorneysagents, and their respective successorsshareholders, assignslicensees, heirs and representatives sublicensees, customers, suppliers, importers, manufacturers, distributors or insurers, or any heirs, administrators, executors, predecessors, successors or assigns of the foregoing (each, a "Released Party"), individually and collectively, the “Arbinet Releasees”) from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses, known or unknownunknown (collectively, pending “Claims”), which the Stockholder Releasors may have had or may now have, own, or hold, or claim to have, own, or hold against the Arbinet Releasees up to the date of this Agreement. The Stockholder Releasors specifically waive any rights under any statute, regulation or rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Stockholder Releasors represents and warrants hereby that it has not pendingfiled any complaints or charges asserting any Claims against any of the Arbinet Releasees with any local, liquidated state or not liquidatedfederal agency or court, or assigned any such Claim to any other person. Each of every kind the Stockholder Releasors agrees never to directly or indirectly commence, authorize or assist in any suit or other proceeding (including asserting any claim or counterclaim against, or participate in or join or otherwise aid, other than as required by law, in any claim or action) against Arbinet Releasees regarding any matter within the scope of this General Release. If any of the Stockholder Releasors violates this General Release by suing any Arbinet Releasee or causing any Arbinet Releasee to be sued, the undersigned Stockholder Releasors agree to pay all costs and nature whatsoever expenses of defending against the suit incurred by the Arbinet Releasees, including reasonable attorneys’ fees.
(b) Arbinet, on its own behalf and on behalf of its Affiliates, Associates, successors, assigns, heirs, beneficiaries, attorneys, partners, limited partners, employees and agents (as applicable) (collectively, the "Released Claims"“Arbinet Releasors”), hereby releases and discharges the Stockholder (the “Stockholder Releasee”) from any and all Claims which the Releasing Party has, has Arbinet Releasors may have had or may have now have, own, or hold, or claim to have, own, or hold against the Stockholder Releasee up to the date of this Agreement. The Arbinet Releasors specifically waive any one rights under any statute, regulation or more rule which purports to limit the right of persons to release or waive unknown Claims. Each of the Released Parties arising out ofArbinet Releasors represents and warrants hereby that it has not filed any complaints or charges asserting any Claims against the Stockholder Releasee with any local, based upon state or in federal agency or court, or assigned any way, directly such Claim to any other person. Each of the Arbinet Releasors agrees never to ▇▇▇ the Stockholder Releasee or indirectly, related cause the Stockholder Releasee to be sued regarding any matter within the Company's business, my employment with scope of this General Release. If any of the Company or the termination of such employment; provided, however, that Arbinet Releasors violates this General Release shall have no effect whatsoever upon: (a) by suing the Company's obligationsStockholder Releasee or causing the Stockholder Releasee to be sued, if any, the undersigned Arbinet Releasors agree to pay CIC Payments pursuant to all costs and expenses of defending against the Change in Control Agreement between suit incurred by the undersigned and the CompanyStockholder Releasee, dated [Date] including reasonable attorneys’ fees.
(the “CIC Agreement”c) or the rights Each of the undersigned to enforce such obligations; (b) any Stockholder Releasors and all obligations Arbinet Releasors acknowledge that it has read the contents of the Released Parties foregoing applicable General Release, that it has had the opportunity to defendreview such General Release with counsel of its choice, indemnifythat it understands the same and that it has given such General Release as its own free act and deed.
(d) Notwithstanding anything contained in this Section 9 to the contrary, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws this Section 9 shall not apply to any Claim arising out of a breach of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions obligations contained in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.
Appears in 1 contract
Sources: Settlement and Standstill Agreement (Arbinet Thexchange Inc)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated as of [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Change in Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under that certain Change in Control Severance Agreement, dated May 16, 2016, (the receipt “Agreement”), ▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”), with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive's heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. ImmunoGen, Inc. (the "“Company"”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively with the Company Affiliated Group, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one or more of the Company Released Parties Party in any capacity, including, without limitation, any and all claims (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment way connected with the Executive's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, rights in or for equity based awards, salary or incentive payments, (aiii) the Company's obligationsfor breach of contract, if anywrongful discharge, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and the Company(iv) for any violation of applicable state and local labor and employment laws (including, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all obligations claims based on the Employee Retirement Income Security Act of the Released Parties to defend1974 (“ERISA”), indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the undersigned may have to vested Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement whistleblower provisions of a Released Partyother laws.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Immunogen Inc)
General Release. For good and valuable considerationOn the Termination Date, the receipt following mutual general release shall become effective and adequacy of which is irrevocable:
(a) Each Party hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release fully and forever discharge Comtech Telecommunications Corp. releases, waives, and discharges any claim or claims it may have (i) against the "Company")other Party, (ii) against any of such other Party’s affiliates, (iii) against the other Party’s Board of Directors, its stockholdersdirectors, officers, directorsmanagers, employeesagents, agents and shareholders, members, attorneys, and their respective successorsrepresentatives, assigns, heirs and representatives of any affiliate of such other Party and (eachiv) against the successors and assigns of each of the foregoing (each individually, a "“Released Party")” and, individually and collectively, the “Released Parties”) except those arising from or caused by the other Party’s gross negligence, fraud or misrepresentation, and willful misconduct (“Permitted Claims”). Such released claims include, without limitation, any and all claimsdemand, demands, causes cause of action, liabilities charge, obligation or obligations, known or unknown, pending or not pending, liquidated or not liquidated, claim of every kind and nature whatsoever whatsoever, related to or in connection with the Alliance Agreement, whether asserted or unasserted, whether known or unknown, and whether anticipated or unanticipated (collectively, “Claims”);
(b) Each Party covenants not to ▇▇▇ or otherwise institute or participate or voluntarily assist in the "Released Claims") which the Releasing Party has, has had prosecution of any legal or may have administrative proceedings against any one or more of the Released Parties arising out of, based upon with respect to any Claim or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentClaims; provided, however, that this General Release shall have no effect whatsoever upon: (a) in the Company's obligationsevent a Party is required by court order, if any, subpoena or otherwise as requested by law to pay CIC Payments pursuant to participate or assist in the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) prosecution of any legal or the rights of the undersigned to enforce such obligations; (b) administrative proceedings against any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant unless otherwise required by law or circumstance, the Party required to insurance policiesparticipate or assist shall give notice to the Released Parties of such order, if anysubpoena or request and shall cooperate fully with the Released Parties to lawfully resist disclosure, for acts participation or omissions in providing assistance, at the undersigned’s capacity as a director, officer and/or employee thereof; sole cost and expense of the Released Parties. The Parties intend that this general release extend to all matters other than Permitted Claims with no exceptions;
(c) Each Party acknowledges and agrees that this general release extends to any Claim, even though such Claim may be unknown to such Party at the Effective Date. Each Party acknowledges and all rights waives the undersigned may have to vested protection of any law or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement decision limiting the scope of a Released Party.general release to known claims, including without limitation, the provision of Section 1542 of the California Civil Code, if applicable, which provides as follows:
Appears in 1 contract
Sources: Suspension, Settlement and Termination Agreement (Jaguar Health, Inc.)
General Release. For good (a) Hoffner hereby fully and valuable considerationforever releases and discharges the Compan▇, the receipt ▇▇▇ all predecessors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachstockholders, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersaffiliates, officers, directors, trustees, employees, agents and attorneys, past and their respective successors, assigns, heirs present (the Company and representatives (each, each such person or entity is referred to as a "Released PartyPerson"), individually and collectively, ) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, liabilities or obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, pending arising through the date of this Agreement, including, but not limited to, any claims for relief or not pendingcauses of action under any federal, liquidated state or not liquidatedlocal statute, of every kind ordinance or regulation regarding discrimination in employment and nature whatsoever (collectivelyany claims, the "Released Claims") which the Releasing Party has, has had demands or may have against any one or more of the Released Parties arising out of, actions based upon alleged wrongful or in retaliatory discharge or breach of contract under any way, directly state or indirectly, related federal law. The foregoing will not be deemed to the Company's business, my employment with release the Company from (i) any obligation arising under this Agreement or the termination of such employment; provided, however, that any other agreement executed on this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement day between the undersigned Hoffner and the Company, dated [Date] (ii) claims solely to enforce this Agr▇▇▇▇▇▇, or (iii) claims for indemnification under the “CIC Agreement”) or Company's Bylaws, if applicable. Hoffner understands that the rights release contained in this Sect▇▇▇ ▇ ▇xtends to all of the undersigned to enforce such obligations; aforementioned claims and potential claims which arose on or before the date of this Agreement, including pre- and post-employment causes of action, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this Agreement.
(b) The Company hereby fully and forever releases and discharges the Hoffner, and his heirs and assigns from any and all obligations claims, demands, ▇▇▇▇▇, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the Released Parties date of this Agreement. The foregoing will not be deemed to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and release Hoffner from (ci) any and all rights the undersigned may have obligation arising under this Agreement or (▇▇) ▇▇▇ims solely to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyenforce this Agreement.
Appears in 1 contract
Sources: Separation and Mutual Release Agreement (Paragon Technologies Inc)
General Release. For good (a) Effective as of the Closing Date, Parent, on behalf of itself and valuable considerationits Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges each of the Acquired Companies (together, the receipt “Purchaser Released Parties”) from, and adequacy hereby irrevocably, unconditionally and completely waives and relinquishes, each of which is hereby acknowledgedthe Parent Released Claims. In addition, IParent, for myself on behalf of itself and my successors, assigns, heirs and representatives (each, a "Releasing Party")its Affiliates, hereby release and forever discharge Comtech Telecommunications Corp. (the "agrees not to bring any Claim against any Acquired Company"), its stockholders, ’s existing or former officers, directors, employeesemployees or independent contractors if such Claim (i) may reasonably be covered under any of Parent’s or any of its Affiliates’ D&O liability insurance policies or (ii) may reasonably be considered to require indemnification by Purchaser, agents and attorneys, and the Acquired Companies or any of their respective successorsAffiliates under any of their respective Organizational Documents or pursuant to any indemnification agreement with any such officer, assignsdirector, heirs employee or independent contractor. For purposes of this Section 4.16, (i) the term “Claims” shall mean and representatives (eachinclude all past, a "Released Party")present and future disputes, individually and collectivelyclaims, from any and all claimscontroversies, demands, rights, obligations, liabilities, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, action of every kind and nature whatsoever nature, and (collectively, ii) the "term “Parent Released Claims"” shall mean and include each and every Claim that (a) which Parent may have had in the Releasing Party haspast, has had may now have or may have in the future against any one or more of the Purchaser Released Parties arising Parties, and (b) has arisen or arises directly or indirectly out of, based upon or in any way, relates directly or indirectlyindirectly to, related any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Company's business, my employment with the Company or the termination of such employmentClosing Date; provided, however, that this General Release “Parent Released Claims” shall not include (x) any Claims that may arise as a result of events occurring after the Closing Date or (y) any rights Parent may have no effect whatsoever upon: (aunder any Contract set forth on Schedule 4.13(a)(II) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement by and between the undersigned or among itself and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Purchaser Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
General Release. For good and valuable considerationIn consideration of this Amendment, the receipt Borrower hereby releases and adequacy of which is hereby acknowledgedforever discharges the Bank and the Bank’s, Irespective predecessors, for myself and my successors, assigns, heirs and representatives (eachofficers, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officersmanagers, directors, employees, agents and agents, attorneys, representatives, and their respective successors, assigns, heirs and representatives affiliates (each, a "Released Party"collectively referred to as the “Bank Group”), individually and collectively, from any and all presently existing claims, demands, damages, liabilities, actions and causes of actionaction of any nature whatsoever, liabilities including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or obligationsin equity, whether known or unknown, pending whether liability be direct or not pendingindirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not liquidatedheretofore asserted, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had Borrower may have or may claim to have against any one or more of the Released Parties Bank Group arising out of, based upon of facts or events in any way, directly or indirectly, way related to the Company's business, my employment Agreement and all documents executed in connection therewith (collectively with the Company Agreement, the “Loan Documents”) and/or the loan transactions evidenced thereby and which have occurred on or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant on or prior to the Change in Control Agreement between the undersigned and the Companydate hereof. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendIF KNOWN BY HIM OR HER, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Appears in 1 contract
Sources: Loan Agreement (R F Industries LTD)
General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Employment Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementAmeriServ & its Affiliates”) under the Employment Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of AmeriServ & its Affiliates or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of any member of AmeriServ & its Affiliates or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of AmeriServ & its Affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of AmeriServ & its Affiliates under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 1 contract
Sources: Employment Agreement (Ameriserv Financial Inc /Pa/)
General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Employment Agreement, or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 1 contract
Sources: Employment Agreement (Ameriserv Financial Inc /Pa/)
General Release. For good To induce PLKI to enter into this Amendment, each Developer (on behalf of itself and valuable considerationits parent, the receipt subsidiaries, affiliates and adequacy of which is hereby acknowledged, I, for myself their respective past and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderspresent owners, officers, directors, employeesshareholders, partners, agents and attorneysemployees, in their corporate and individual capacities) and all other persons or entities acting on such Developer's behalf or claiming under such Developer (collectively, "Releasors") freely and without any influence, forever release and covenant not to ▇▇▇ PLKI and its subsidiaries, predecessors and affiliates and their respective successorspast and present officers, assignsdirectors, heirs shareholders, agents and representatives employees, in their corporate and individual capacities (eachcollectively, a "Released PartyPLKI Releasees"), individually and collectively, from with respect to any and all claims, demands, liabilities and causes of actionaction of whatever kind or nature, liabilities or obligations, whether known or unknown, pending vested or not pendingcontingent, liquidated suspected or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which ), that any of the Releasing Party has, has had Releasors now own or hold or may at any time have against any one owned or more of the Released Parties held, including Claims arising under federal, state and local laws, rules and ordinances and Claims arising out of, based upon or in related to, this Amendment, the Development Agreement, any wayRestaurant, directly any real estate contracts or indirectlydevelopment agreements and all other agreements between any Releasors and any PLKI Releasees, related the development or proposed development of any System unit, the sale of a franchise to any Releasors, the Company's business, my employment operation of any business using the System by any Releasors and/or performance by any PLKI Releasees of any obligations under any agreement with any Releasors. Each Developer (on behalf of itself and the Company or the termination of such employment; provided, however, Releasors) agrees that fair consideration has been given for this release and fully understands that this General Release shall have no effect whatsoever upon: is a negotiated, complete and final release of all of Releasors' Claims. EACH DEVELOPER (aON BEHALF OF ITSELF AND THE RELEASORS) the Company's obligationsWAIVES ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySTATE OR POLITICAL SUBDIVISION THEREOF WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED IN THIS AMENDMENT BECAUSE SUCH RELEASE MAY EXTEND TO CLAIMS THAT THE RELEASORS DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS AMENDMENT.
Appears in 1 contract
Sources: Development Agreement (Carrols Restaurant Group, Inc.)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Agreement, dated September 21, 2004 (the “Agreement”) and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby acknowledged, I, for myself irrevocably and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company")ESC and each of its officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (i) the Executive’s employment relationship with and service as an employee, based upon officer or in any waydirector of ESC, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Executive’s service as Treasurer and Chief Financial Officer, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth hereto shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of ESC under the Agreement, if any(v) any claims Executive may have (A) under any plans or programs not described in the Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit other than under any ESC separation or severance plan or program and (B) as a shareholder of ESC, and (vi) any indemnification rights the Executive may have in accordance with ESC’s governance instruments or under any director and officer liability insurance maintained by ESC (or any affiliate thereof) with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of ESC. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits described in the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against ESC arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of ESC under the respective charters Agreement and by-laws of the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.
Appears in 1 contract
Sources: Employment Agreement (Eastern Insurance Holdings, Inc.)
General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "“Releasing Party"”), hereby release and forever discharge Comtech Telecommunications Corp. (the "“Company"”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "“Released Party"”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "“Released Claims"”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Third Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] August 1, 2011 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.
Appears in 1 contract
Sources: Employment Agreement (Comtech Telecommunications Corp /De/)
General Release. For good In consideration for the Company's payment of the --------------- six-month salary continuance (detailed in the 09/10/1999 letter) and valuable considerationthe severance pay (set forth in paragraph 3), the receipt and adequacy of which is hereby acknowledged, IEmployee, for myself on behalf of himself and my his heirs, executors, administrators, successors, agents, and assigns, heirs hereby fully and representatives (each, a "Releasing Party"), hereby release without limitation releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), and its stockholdersrespective shareholders, parents, owners, subsidiaries, divisions, officers, directors, agents, employees, agents consultants, insurers, representatives, lawyers, affiliates, predecessors, successors and attorneysassigns, employee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Internal Revenue Code of 1986, as amended, and their respective successorstrustees, assignsadministrators and other fiduciaries, heirs and representatives all persons acting by, through, under or in concert with them, or any of them (each, a "Released PartyReleasees"), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, liabilities or obligationsdamages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, pending fixed or not pending, liquidated or not liquidated, of every kind and nature whatsoever contingent (collectively, the "Released Claims") ), which Employee may have, or now claim to have against, or in the Releasing Party hasfuture claim from the Company by reason of any matter, has had cause, or may have against any one or more thing whatsoever, from the beginning of time to the date hereof, including, without limiting the generality of the Released Parties foregoing, any Claims arising out of, based upon upon, or in relating to Employee's recruitment, hire, employment, benefits, remuneration (including salary; bonus; incentive or other compensation; vacation, sick leave or medical insurance benefits; and/or benefits from any wayemployee stock ownership, directly stock option, profit-sharing and/or any deferred compensation plan under Section 401 of the Internal Revenue Code of 1986, as amended), relocation, or indirectly, related to termination by the Company's business, my employment with the Company or the termination of such employment; providedany contract, howeveragreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement or compensation arrangement between the undersigned Employee and the Company. As part of this Agreement, dated [Date] Employee expressly waives any Claims arising out of Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination in Employment Act, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code (including but not limited to Section 970); the “CIC Agreement”) Fair Labor Standards Act, as amended; the federal and state wage and hour laws; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act; the California Family Rights Act; the Worker Adjustment and Retraining Notification Act; the California common law of fraud, misrepresentation, negligence, defamation, infliction of emotional distress, or wrongful termination; and/or any other local, state or federal law, rule, or regulation governing employment, discrimination in employment or the rights payment of the undersigned to enforce such obligations; (b) any wages and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partybenefits.
Appears in 1 contract
Sources: Severance Agreement (Ortel Corp/De/)