Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company. (b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement. (c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitled, or (iii) any obligation of Executive with respect to Sections 13 or 14 of the Employment Agreement. (d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Sources: Separation and Release Agreement (Factory Card Outlet Corp)
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement Severance Plan or any other written or oral agreement, any change in Executiveexecutive's employment status, any benefits or compensation, any tortious tortuous injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights rights Act of 1964 (( as amended by the Civil Rights rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers workers Benefits Protection Act, the Age Discrimination in Employment employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statutestature, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (iI) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a4(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claimclaim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made mad to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (the company)(the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, him or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an and intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitled, or (iii) any obligation of Executive with respect to Sections 13 or 14 Section 3 of the Employment this Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c4(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The the Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement Severance Plan or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious tortuous injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a4(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitled, or (iii) any obligation of Executive with respect to Sections 13 or 14 Section 3 of the Employment this Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c4(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Releases and Covenants Not to ▇▇▇. (a) Executive▇▇▇▇, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), hereby releases and forever discharges the Company▇▇▇▇▇▇ ▇▇▇▇, its present or past subsidiaries parent corporations, subsidiaries, divisions and affiliates, and their respective or related companies, successors and or assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses)whatsoever, whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), unknown arising or which could have arisen up to and including the date of his execution of this Agreement, including including, without limitation limitation, those arising out of or relating to Executive's ▇▇▇▇'▇ employment or and cessation and termination of employment, the Employment Agreement or any other written or oral agreement, any his change in Executive's employment statusduties, any benefits consulting status and his retirement from ▇▇▇▇▇▇ ▇▇▇▇ on or compensationbefore November 15, any tortious injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character2005, and any Claims claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974("ERISA"), as such acts have been amended, or any other federal, state state, or local statute, law, ordinance, regulation, rule code or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive ▇▇▇▇ against the Company or its subsidiaries in any legal▇▇▇▇▇▇ ▇▇▇▇, administrative or other proceeding; provided, however, provided that the foregoing Releasing Parties do not release does not apply potential claims arising under ERISA to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as benefits to which ▇▇▇▇ is entitled in accordance with the ▇▇▇▇▇▇ ▇▇▇▇ Benefit Programs by virtue of the Separation Date under any applicable employee benefit plan of the Companyhis employment with ▇▇▇▇▇▇ ▇▇▇▇ prior to his Retirement Date.
(b) Executive ▇▇▇▇ further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim claim, suit or other legal proceeding against the Executive Released Parties Parties, in any court, based on any events, whether known or unknown, which Claim are the subject of the release contained in section A. of this Paragraph 2. ▇▇▇▇ further agrees that if any entity or person shall bring any claim that has been released pursuant to Section 7(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution section A. of this AgreementParagraph 2 on his behalf, out of he shall not accept any recovery or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitled, or (iii) any obligation of Executive remedy with respect to Sections 13 or 14 of the Employment Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceedingclaim.
Appears in 1 contract
Sources: Transition, Retirement and Release Agreement (Horace Mann Educators Corp /De/)
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement Severance Plan or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious tortuous injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statutestature, law, ordinance, regulation, rule or executive order, any tort or contract or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a4(a) and (ii) not to file or commence any proceeding in any forum in respect pursuit of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in with respect of to any such Claim or proceeding. If Executive files or commences any proceeding in respect pursuit of such Claimclaim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Companycompany) (the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, his or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he she is not entitled, or (iii) any obligation of Executive with respect to Sections 13 or 14 Section 3 of the Employment this Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c4(c) and (ii) not to file or commence any proceeding in any forum in respect pursuit of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Releases and Covenants Not to ▇▇▇. (a) Executive
16.1. In addition to the effect of any final judgment entered in accordance with this Settlement Agreement, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives upon the occurrence of the Effective Date and executors (collectivelyin consideration of payment of the Settlement Amount specified in Article II–Payments by Defendants and the other consideration in this Agreement, the "Executive Releasing Parties")Releasees individually and jointly shall be completely released, releases acquitted, and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from discharged from:
16.1.1 any and all claims, notices, demands, actions, liabilities suits, and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses)causes of action, whether class, individual, or otherwise in nature, legal or equitable, known or unknown, absolutesuspected or unsuspected, contingent asserted or otherwise (eachunasserted, a "Claim")in law, equity, or administratively;
16.1.2 damages whenever incurred and liabilities of any nature whatsoever, including costs, expenses, penalties, expenses of medical or psychological monitoring, and attorneys’ fees, that Releasors, or any one of them, whether directly, representatively, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have against the Releasees or any of them, relating in any way to;
16.1.3 exposure to, use of, or receipt of water from the Flint Water Treatment Plant, or legal liability for the payment of such water, for the period April 25, 2014 to the Effective Date; and/or
16.1.4 any alleged acts or omissions by Releasees or any of them and/or any joint and/or several liability of any of them arising from the alleged acts or which omissions of any of the Releasees pled in the Fourth Consolidated Amended Class Complaint, the Amended Master Complaint, and any complaints in the Related Lawsuits from the beginning of time until the Effective Date or that could have arisen up been brought under any federal, state, local, administrative, or regulatory law or cause of action concerning exposure to, use of, or receipt of water from the Flint Water Treatment Plant, or legal liability for the payment of such water, during the period April 25, 2014 to and including the date of his execution of this AgreementEffective Date, including without limitation those or any conduct in any related litigation or arising out of or relating to Executive's employment or cessation and termination of employmentthe litigation itself in Federal Court, the Employment Agreement Court of Claims, or any other written or oral agreementGenesee County Circuit Court.
16.2. From and after the Execution Date, any change in Executive's employment statusfor the consideration provided for herein and by operation of the Final Orders and Judgments, any benefits or compensationPlaintiffs, any tortious injuryIndividual Plaintiffs, breach of contractthe Class and Subclass Representatives, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of charactereach Settlement Class Member, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991)Settlement Class, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (the "Company Releasing Parties") hereby releases Releasors, and forever discharges Executive from each of them, covenant, promise, and agree that they will not, at any and all Claims arising or which could have arisen up time, continue to and including the date of the execution of this Agreementprosecute, out of or relating commence, file, initiate, institute, cause to Executive's employmentbe instituted, cessation of employment or change assist in employment status, the termination of prior agreements with himinstituting, or the performance of his duties permit to be instituted on their, his, her, or its behalf, or on behalf of any other individual or entity, any proceeding: (a) alleging or asserting any of his, her, or its respective Released Claims against the Company; including Released Parties in any actfederal court, omissionstate court, occurrencearbitration, regulatory agency, or other matters related to such employment, and any tribunal or forum or (b) challenging the validity of the claims, matters and issues which could have been asserted by Releases. To the Company against Executive extent any such proceeding exists in any legalcourt, administrativetribunal, or other proceeding; providedforum as of the Execution Date, howeverthe Releasors covenant, promise and agree to withdraw, and seek a dismissal with prejudice of, such proceeding forthwith.
16.3. In connection with the releases in Paragraphs 16.1–16.2, Plaintiffs and Releasors acknowledge that the foregoing release does not apply to (i) any Claim under they are aware that they may hereafter discover claims now unknown or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitledunsuspected, or (iii) any obligation of Executive facts in addition to or different from those which they now know or believe to be true, with respect to Sections 13 actions or 14 matters released herein. Plaintiffs and Releasors explicitly took unknown or unsuspected claims into account in entering into the Settlement Agreement and it is the intention of the Employment AgreementParties fully, finally, and forever to settle and release all Released Claims with respect to all such matters.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Sources: Settlement Agreement
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement Severance Plan or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious tortuous injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statutestature, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a4(a) and (ii) not to file or commence any proceeding in any forum in respect pursuit of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in with respect of to any such Claim or proceeding. If Executive files or commences any proceeding in respect pursuit of such Claimclaim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their respective assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Companycompany) (the "Company Releasing Parties") hereby releases and forever discharges Executive from any and all Claims arising or which could have arisen up to and including the date of the execution of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment status, the termination of prior agreements with him, his or the performance of his duties on behalf of the Company; including any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, (ii) any act or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he she is not entitled, or (iii) any obligation of Executive with respect to Sections 13 or 14 Section 3 of the Employment this Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c4(c) and (ii) not to file or commence any proceeding in any forum in respect pursuit of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
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Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives The term "Released Parties" includes the Company and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, each of its present or past subsidiaries and affiliatesaffiliated companies and entities and each of their partners, and their respective successors and assignsprincipals, and their respective present or past members, shareholders, directors, officers, trustees, directorsemployees, shareholderscontractors, employees consultants, agents and agents of each of them attorneys, past, present and future, and all predecessors, successors and assigns thereof.
(collectivelyb) The Executive, and anyone claiming through her, agrees not to ▇▇▇ and further agrees to release the "Executive Released Parties"), from with respect to any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses)which the Executive now has or has ever had, whether currently known or unknown, absoluteagainst any of the Released Parties, contingent with respect to or otherwise (each, a "Claim"), arising out of any act or which could have arisen up to and including omission by any of the Released Parties from the beginning of time until the date of his execution of that the Executive executes this Agreement, including without limitation those arising out of including, but not limited to:
(i) claims for or relating related in any way to the Executive's employment or cessation employment, hiring, terms and termination conditions of employment, the Employment Agreement or any other written or oral agreement, any change in Executive's employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge termination from employment;
(including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising ii) claims under Title VII of the Civil Rights Act of 1964 (as amended by 1964, the Civil Rights Act of 1991), the Americans With with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Older Workers' Benefit Protection Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act of 19741993, the Illinois Human Rights Act, or the Chicago or ▇▇▇▇ County Human Rights ordinances; and
(iii) claims under any other federal, state state, or local statute, lawregulation, or ordinance, regulationor under any employment, rule contract, tort, or executive orderother common law theory, including any tort claim for costs or contract claimsattorneys' fees. The foregoing release shall not apply to the Executive's rights, and if any, under any of the claims, matters and issues which could have been asserted by Executive against Company benefit plans or to indemnification from the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, under director and officer liability insurance that the foregoing release does not apply to (i) any Claim under or based on this Agreement or (ii) any vested benefit Executive may have as of the Separation Date under any is applicable employee benefit plan of the Company.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this AgreementExecutive.
(c) The CompanyExecutive agrees, for itself and each of its subsidiaries and their respective assignsrepresents, and to warrants that she is the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees and agents (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf sole owner of the Company) (claims that are released in this Agreement and that she has the "Company Releasing Parties") hereby full right and power to grant, execute, and deliver the releases and forever discharges promises in this Agreement. The Executive from further agrees, represents and warrants that she has not initiated or filed any legal, equitable, administrative, or any other proceeding against any of the Released Parties and that no such proceeding has been initiated or filed on her behalf. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all Claims arising claims or potential claims, and the Executive expressly agrees that she is not entitled to and shall not receive any further recovery of any kind from the Company or any of the other Released Parties.
(d) The Released Parties hereby agree to release the Executive from all claims, whether known or unknown, which could the Released Parties have arisen or have ever had or may have in the future, against the Executive for or related in any way to anything occurring up to and including the date of this Agreement concerning the execution Executive's employment with the Company. Notwithstanding the provisions of this Agreement, out of or relating to Executive's employment, cessation of employment or change in employment statusparagraph, the termination of prior agreements with him, or the performance of his duties on behalf of the Company; including Released Parties do not release any act, omission, occurrence, or other matters related to such employment, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceeding; provided, however, that the foregoing release does not apply to claims based upon (i) any Claim under information which is not, as of the date hereof, known to the Board of Directors of the Company or based on this Agreementlegal counsel for the Company relating to possible embezzlement, fraud or other theft from the Company by the Executive, (ii) any act criminal behavior or omission involving fraud; an intentional tort; willful, reckless or grossly negligent misconduct; criminal activity; or wrongdoing by the receipt by Executive, directly or indirectly, of any financial or other personal benefit to which he is not entitled, or (iii) any obligation reconciliation of Executive with respect to Sections 13 or 14 business expenses of the Employment Executive not yet fully substantiated as of the date of this Agreement.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive which Claim has been released pursuant to Section 7(c) and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
Appears in 1 contract
Releases and Covenants Not to ▇▇▇. (a) Executive, for himself, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the "Executive Releasing Parties"), releases and forever discharges the Company, its present or past subsidiaries and affiliates, and their respective successors and assigns, and their respective present or past officers, trustees, directors, shareholders, employees employees, representatives, and agents of each of them (collectively, the "Executive Released Parties"), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of his execution of this Agreement, including without limitation those arising out of or relating to Executive's employment or cessation and termination of employment, the Employment Agreement employment or any other written or oral agreementagreement (including without limitation the Employment Agreement by and between the Company and Executive on January 13, 1999, as amended, and the Change in Control Severance Agreement by and between the Company and Executive on January 13, 1999, as amended), any change in Executive's employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, estoppel, attorneys' fees, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Kentucky Civil Rights Act, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by Executive against the Company or its subsidiaries in any legal, administrative or other proceeding; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement or Agreement, (ii) any vested benefit Executive may have as of the Separation Date under any applicable employee benefit plan of the Company, or (iii) any right Executive may have to indemnification under the Company's bylaws or any other agreement between Executive and the Company, which rights to indemnification expressly survive this Agreement.
(b) Executive further agrees on behalf of himself and the Executive Releasing Parties (i) not to assert any Claim against the Executive Released Parties which Claim has been released pursuant to Section 7(a) 4(a), and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. Executive agrees to indemnify and hold harmless each of the Executive Released Parties in respect of any such Claim or proceeding. If Executive files or commences any proceeding in respect of such Claim, Executive shall forfeit, as of the date of the institution of such proceeding, any right to continue to receive the compensation and benefits provided in Section 2, and Executive shall forthwith return to the Company all payment and benefit amounts previously made to him pursuant to this Agreement.
(c) The Company, for itself its present or past subsidiaries and each of its subsidiaries affiliates, and their respective successors and assigns, and to the extent it is legally able to do so, for their respective present or past officers, trustees, directors, shareholders, employees employees, representatives, and agents of each of them (in each case solely relating to the scope of their employment or in their corporate capacities and to the extent such person is making a claim on behalf of the Company) (hereafter the "Company Releasing Parties") hereby releases ), release and forever discharges Executive discharge Executive, his legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, representatives, personal representatives and executors (hereafter the "Company Released Parties") from any and all Claims claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys' fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a "Claim"), arising or which could have arisen up to and including the date of the execution of this Agreement, including without limitation those arising out of or relating to Executive's employment, employment or cessation and termination of employment or any other written or oral agreement (including without limitation the Employment Agreement by and between the Company and Executive on January 13, 1999, as amended, and the Change in Control Severance Agreement by and between the Company and Executive on January 13, 1999, as amended), any change in Executive's employment status, the termination any benefits or compensation, any tortious injury, breach of prior agreements with himcontract, or the performance breach of his duties on behalf of the Company; including any act, omission, occurrence, fiduciary or other matters related to such employmentduty, infliction of emotional distress, slander, libel or defamation of character, estoppel, attorneys' fees, and any claims arising under any federal, state or local statute, law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by the Company against Executive in any legal, administrative, or other proceedingReleasing Parties; provided, however, that the foregoing release does not apply to (i) any Claim under or based on this Agreement, or (ii) any act acts, errors or omission involving fraud; an intentional tort; omissions which constitute willful, reckless intentional or grossly negligent misconduct; criminal activity; wrongdoing, or the receipt by Executiveacts of self-dealing, directly or indirectly, of any financial or other acts designed or reasonably expected to result in improper personal benefit to which he is not entitledremuneration, or (iii) any obligation violations of Executive with respect to Sections 13 or 14 Executive's duty of the Employment Agreementloyalty.
(d) The Company further agrees on behalf of itself and the Company Releasing Parties (i) not to assert any Claim against Executive the Company Released Parties which Claim has been released pursuant to Section 7(c) 4(c ), and (ii) not to file or commence any proceeding in any forum in respect of any such released Claim. The Company agrees to indemnify and hold harmless Executive in respect of any such Claim or proceeding.
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