Common use of Waiver and Release Clause in Contracts

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 6 contracts

Sources: Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible, or (7) claims under the California Fair Employment and Housing Act. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 5 contracts

Sources: Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliatesaffiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliatesaffiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesaffiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-seven (7) day period. If In the event that the waiver and release is revoked during such seven-seven (7) day period, the grant shall be void and of no further effect.

Appears in 5 contracts

Sources: Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting Pursuant to Section [4(c)(ii)] / [4(e)(i)] of the Restricted Stock UnitsEmployment Agreement, and in consideration of the Post-Termination Benefits to be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the Employee hereby waives “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown unknown, that the Employee may Executive has ever had or might have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents Employer Released Parties that directly or employees arising indirectly arise out of, in connection with relate to, or related to the Employeeare connected with, Executive’s employmentservices to, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained employment by the Company or any of its Subsidiaries or AffiliatesCompany, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including including, but not limited to Section 1542 (i) any claims under Title VII of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967Rights Act, as amended. The Employee acknowledges that , the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (a) has been advised with respect to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days unvested benefits), the Civil Rights Act of execution upon written notice to Legal Counsel1991, Employment and Laboras amended, Law DepartmentSection 1981 of Title 42 of the United States Code, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. The waiver Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and release will Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot become enforceable until be waived by law, (ii) claims with respect to the expiration breach of any covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or contribution or directors’ and officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any operative documents of the seven-day period. If Company or any applicable law, (iv) any claims as a holder of Company equity awards under the waiver Company’s equity incentive plans or as a holder of Fund Incentives; and release is revoked during such seven-day period, (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the grant shall be void and Consolidated Omnibus Budget Reconciliation Act of no further effect1985) or any claims that may arise after the date Executive signs the Release.

Appears in 5 contracts

Sources: Employment Agreement (Colony Capital, Inc.), Employment Agreement (Colony Capital, Inc.), Employment Agreement (Colony Financial, Inc.)

Waiver and Release. In consideration for the granting of the Restricted Stock Performance Share Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 4 contracts

Sources: Performance Share Unit Agreement (Unum Group), Performance Share Unit Agreement (Unum Group), Performance Share Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting Pursuant to Section [4(c)(i)] / [4(e)(i)] of the Restricted Stock UnitsEmployment Agreement, and in consideration of the Post-Termination Benefits to be provided to Executive as outlined in the Employment Agreement and this Release as set forth herein, Executive, on behalf of himself and his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the Employee hereby waives “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all claims claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown unknown, that the Employee may Executive has ever had or might have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents Employer Released Parties that directly or employees arising indirectly arise out of, in connection with relate to, or related to the Employeeare connected with, Executive’s employmentservices to, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained employment by the Company or any of its Subsidiaries or AffiliatesCompany, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including including, but not limited to Section 1542 (i) any claims under Title VII of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967Rights Act, as amended. The Employee acknowledges that , the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (a) has been advised with respect to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days unvested benefits), the Civil Rights Act of execution upon written notice to Legal Counsel1991, Employment and Laboras amended, Law DepartmentSection 1981 of Title 42 of the United States Code, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and released and (ii) any tort and/or contract claims, including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm. The waiver Executive acknowledges that if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and release will Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. This Release, however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot become enforceable until be waived by law, (ii) claims with respect to the expiration breach of any covenant (including any payments under the Employment Agreement) to be performed by Employer after the date of this Release, (iii) any rights to indemnification or contribution or directors’ and officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any operative documents of the seven-day period. If Company or any applicable law, (iv) any claims as a holder of Company equity awards under the waiver Company’s equity incentive plans or as a holder of Fund Incentives; and release is revoked during such seven-day period, (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the grant shall be void and Consolidated Omnibus Budget Reconciliation Act of no further effect1985) or any claims that may arise after the date Executive signs the Release.

Appears in 4 contracts

Sources: Employment Agreement (DigitalBridge Group, Inc.), Employment Agreement (DigitalBridge Group, Inc.), Employment Agreement (DigitalBridge Group, Inc.)

Waiver and Release. In consideration for the granting of the Restricted Stock Performance Share Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible, or (7) claims under the California Fair Employment and Housing Act. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 3 contracts

Sources: Performance Share Unit Agreement (Unum Group), Performance Share Unit Agreement (Unum Group), Performance Share Unit Agreement (Unum Group)

Waiver and Release. In consideration Except for the granting compensation and other Landlord obligations expressly provided under the terms of this Section 1.2, Tenant acknowledges and agrees that it is not entitled to any other payment, damages, compensation, rent abatement, offset or remedy related to or arising out of Landlord’s exercise of the Restricted Stock Unitsrecapture options referenced in Section 1.2.2 above. Tenant is solely responsible to arrange its management contracts, the Employee hereby waives employment agreements, business contracts and business affairs in a manner that will avoid any and all claims whether known liability of Landlord or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related Tenant to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company third parties as a result of such recapture, and Tenant shall indemnify, defend and hold Landlord harmless from any act or failure such liability (and claims of liability) to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws extent arising out of any state leases or contracts entered into by Tenant. Tenant (expressly which term shall include any successors, assigns and agents of Tenant) hereby releases Landlord and Landlord’s board members, officials, employees, agents, colleges and affiliates from any claim, cost, loss, rent abatement, offset, damage, compensation or liability arising out of or relating to any recapture by Landlord pursuant to this Section 1.2, including but not limited to Section 1542 any claim or right to compensation for condemnation, inverse condemnation, severance damages, loss of the California Civil Code)goodwill, which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amendedrelocation benefits. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in In connection with entering into this Agreement; (b) has 21 days to consider this the foregoing waiver and release; , Tenant acknowledges that it is familiar with and (c) may revoke this waiver and release within seven days hereby waives the protections of execution upon written notice to Legal CounselCivil Code Section 1542, Employment and Laborwhich provides: “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, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Appears in 2 contracts

Sources: Joint Occupancy Lease, Joint Occupancy Lease

Waiver and Release. In consideration for the granting of the Restricted Stock UnitsCSUs and SSUs, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible, or (7) claims under the California Fair Employment and Housing Act. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Cash Success Unit and Stock Success Unit Agreement (Unum Group), Cash Success Unit and Stock Success Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsibleresponsible or (7) claims under the California Fair Employment and Housing Act. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock UnitsStock, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliatesaffiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliatesaffiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesaffiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-seven (7) day period. If In the event that the waiver and release is revoked during such seven-seven (7) day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Restricted Stock Agreement (Unum Group), Performance Based Restricted Stock Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s 's employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s 's service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors' and officers' liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Restricted Stock Unit Agreement (Unum Group), Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Cash Incentive Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible, or (7) claims under the California Fair Employment and Housing Act. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Cash Incentive Unit Agreement (Unum Group), Cash Incentive Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1a) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after Effective on the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement Parent and Borrower each hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of the Company officers, directors, employees, and its Subsidiaries agents of Agent, each Lender and Affiliatestheir respective Affiliates (collectively, (4) claims for indemnification respecting the “Releasees”), from any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which Parent or Borrower has ever had from the beginning of the world, or now has against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee in connection with the Employee’s service Credit Agreement or any other Loan Document or the transactions contemplated thereby or related thereto, except for the duties and obligations set forth in the Credit Agreement as a directormodified hereby and the other Loan Documents. As to each and every claim released hereunder, officer or employee Parent and Borrower each hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the Company provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every claim released hereunder, Parent and Borrower each also waives the benefit of each other similar provision of applicable federal or state law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. (b) Each of Parent and Borrower, 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 Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by Parent or Borrower pursuant to the above release. Each of Parent and Borrower further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its Subsidiaries and Affiliatesobligations thereunder, (5) claims for insurance coverage or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under directors’ and officers’ liability insurance policies maintained by the Company Credit Agreement or the other Loan Documents. If either of Parent or Borrower, or any of its Subsidiaries successors, assigns or Affiliatesother legal representatives, violates the foregoing covenant, such Parent or (6) Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any right the Employee Releasee may have to obtain contribution in the event of the entry of judgment against the Company sustain as a result of any act or failure to act for which both the Employee such violation, all attorneys fees and the Company or any costs incurred by such Releasee as a result of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectviolation.

Appears in 2 contracts

Sources: Credit Agreement (Jamba, Inc.), Credit Agreement (Jamba, Inc.)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates affiliates and their respective directors, officers, shareholdersstockholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliatesaffiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliatesaffiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesaffiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-seven (7) day period. If In the event that the waiver and release is revoked during such seven-seven (7) day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Performance Based Restricted Stock Unit Agreement (Unum Group), Performance Based Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock UnitsStock, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliatesaffiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliatesaffiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesaffiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-seven (7) day period. If In the event that the waiver and release is revoked during such seven-seven (7) day period, the grant shall be void and of no further effect.

Appears in 2 contracts

Sources: Restricted Stock Agreement (Unum Group), Performance Based Restricted Stock Agreement (Unum Group)

Waiver and Release. In consideration for Effective immediately upon the granting of the Restricted Stock UnitsClosing, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company Shareholder, on behalf of itself and its Subsidiaries and Affiliates and their respective directorsrepresentatives, and each of their respective successors and assigns (each a “Shareholder Releasor”), hereby irrevocably releases, waives, acquits and forever discharges, to the fullest extent permitted by Law, the Company and each of its respective present and future subsidiaries, Affiliates, representatives, direct and indirect equity holders, officers, shareholdersdirectors and employees (each, agents or employees a “Releasee”) of, from and against any and all proceedings, rights, and causes of action arising out ofof (i) the Shareholder’s direct or indirect ownership of equity interests in the Company or the Shareholder’s capacity as an equityholder of the Company, in each case, on or prior to the Closing, including any right with respect to redemption pursuant to Schedule A, Section 7 of the Fifth Amended and Restated Memorandum and Articles of Association of the Company, whether or not such right has been exercised, including any right with respect to any payment following the exercise of the redemption right by such Shareholder and (ii) the management or operation of the businesses of the Company relating to any matter, occurrence, action or activity on, or prior to, the Closing Date (collectively, “Shareholder Claims”); provided, that nothing contained in this paragraph shall extend to any claims, rights, proceedings, liabilities, obligations, causes of action or losses in connection with or related to (i) Article 124 of the Employee’s employmentFifth Amended and Restated Memorandum and Articles of Association of the Company, except for (1ii) claims any representations, warranties, obligations, covenants, agreements and liabilities under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation Agreement or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions other agreement entered into in connection with the Employee’s service as a director, officer or employee of Business Combination Agreement which survives the Closing and any obligations to make any payment to the Shareholder under such agreements and (iii) any employment agreement for individuals continuing to be employed by the Company Surviving Subsidiary or any of its Subsidiaries following the Closing, or any rights to compensation that the Shareholder (who is a natural person) may be entitled to under employment or other service agreements entered into (or compensation or benefit plans, programs or policies of) with any Target Company in the ordinary course of business. Each Shareholder Releasor shall not, and Affiliatesshall cause its equity holders, (5) claims for insurance coverage under directors’ subsidiaries, Affiliates and officers’ liability insurance policies maintained by representatives, and each of their respective successors and assigns, not to, assert any Shareholder Claim against any of the Company or Releasees that is released pursuant to this section. Notwithstanding the foregoing, no Shareholder Releasor releases any of its Subsidiaries express rights under the Business Combination Agreement or any other Ancillary Document. This release is intended to be a complete and general release with respect to the Shareholder Claims, and specifically includes claims that are known, unknown, fixed, contingent or conditional arising on or prior to the Closing. Subject to the reservation of rights and the limitation of the scope of the claims released hereunder, each of the Shareholder Releasors for itself and for its respective subsidiaries, Affiliates, representatives, direct and indirect equityholders, parent companies, managers, officers and directors, and each of their respective successors and assigns, expressly acknowledges that with respect to the release of known or (6) any right unknown Shareholder Claims, each Shareholder Releasor is aware 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 Employee may have to obtain contribution subject matter in this section, and the event of releases herein are binding and effective notwithstanding the entry of judgment against the Company as a result discovery or existence of any act such additional or failure to act for which both the Employee different facts. Each Shareholder Releasor expressly waives and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives relinquishes any and all claims, rights or benefits that it may have under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code)Code Section 1542, and any similar provision in any other jurisdiction, which is substantially similar in wording or effect provides as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.:

Appears in 1 contract

Sources: Shareholder Agreement (Maxpro Capital Acquisition Corp.)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliatesaffiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliatesaffiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesaffiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-seven (7) day period. If In the event that the waiver and release is revoked during such seven-seven (7) day period, the grant shall be void and of no further effect.

Appears in 1 contract

Sources: Performance Based Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. (a) In consideration for the granting of the Restricted Stock Unitshis engagement hereunder, the Employee Mr. Murrie hereby waives any and all claims whether known or unknown that the Employee may have against releases the Company from liability for ▇▇▇ ▇▇▇▇▇s and its Subsidiaries and Affiliates and their respective directorsclaims, officerswhether or not they are presently known to exist, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of Mr. Murrie has against the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company subsidiaries relati▇▇ ▇▇ ▇▇▇ way to Mr. Murrie's employment or any of its Subsidiaries or Affiliates, or (6) any right the Employee separation from employment with Healthcar▇.▇▇▇ ▇▇ ▇▇▇ Company. This release shall not be deemed a re▇▇▇▇▇ ▇▇ ▇▇▇ ▇laim that Mr. Murrie may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure arising out the Company's br▇▇▇▇ ▇▇ ▇▇is Agreement. The rights and claims which Mr. Murrie waives and releases in this Agreement include, to act for which both every e▇▇▇▇▇ ▇▇▇▇wed by law, those arising under the Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Fair Labor Standards Act, Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Veterans' Reemployment Rights Act, the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA") and the Company or Americans With Disabilities Act. (b) Mr. Murrie also acknowledges that he is waiving and releasing any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims ri▇▇▇▇ ▇▇ ▇▇y have under the Age Discrimination in Employment Act of 1967, as amended1967 ("ADEA") and that this waiver and release is knowing and voluntary. The Employee further acknowledges that the Employee he has been advised by this writing that (a) has been advised to he should consult with an attorney in connection with entering into prior to executing this Agreement; (b) he has 21 at least twenty-one (21) days within which to consider this waiver and releaseAgreement; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (cd) may revoke this waiver Agreement shall not be effective until the revocation period has expired. Any revocation should be in writing and release within seven days of execution upon written notice delivered to Legal CounselLinda Wackwitz at the Company, Employment and Laborat the address listed below, Law Department, Unum Group, by close ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇n the seventh day from the date that Mr. Murrie signs this Agreement. (c) Mr. Murrie waives and ▇▇▇▇▇▇▇▇ all similar rights and claims under a▇▇ ▇▇▇▇ederal, state and local discrimination provisions and all other statutory and common law causes of action relating in any way to his employment or separation from employment with the Company, except for rights expressly set forth or reserved in this Agreement. The waiver and This release will does not become enforceable until in any way impair Mr. Murrie's right to be indemnified to the expiration fullest extent allowed b▇ ▇▇▇ ▇▇ ▇▇▇ Bylaws of the seven-day period. If Company for any acts or omissions relating to or arising out of his employment with the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectCompany.

Appears in 1 contract

Sources: Consulting Agreement (Quovadx Inc)

Waiver and Release. In consideration Executive acknowledges and agrees that this Agreement is for a specific term, and that any termination of his employment and this Agreement prior to completion of two years from his date of hire will be due solely to the granting operation of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under terms of this Agreement, and not for any other reason. As to such termination of this Agreement and his employment, Executive will therefore sign and return an agreement prepared by PNC within four days after his last day of employment that: (2a) Fully releases and forever discharges PNC and PNC's subsidiaries and affiliates, and each of their officers, directors, employees and shareholders, from all liability upon claims of any nature whatsoever based upon (i) any event that arise after the date hereof and obligations that by their terms are to be performed after the date hereofoccurred during his employment with PNC, (3ii) termination of this Agreement, and/or (iii) termination of Executive's employment by PNC, including claims of negligence, breach of contract (except for compensation breach of this Agreement or benefits under any compensation or benefit plan or arrangement of the Company waiver and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Coderelease agreement), violation of federal, state or local laws which is substantially similar in wording prohibit discrimination on the basis of race, color, national origin, religion, sex, age, veteran status, disability or effect as follows: This waiver specifically includes all claims under retaliation, the Age Discrimination in Employment Act of 1967, as amended, and the laws enforced by any other federal, state or local agencies, including claims under the Pennsylvania Human Relations Act, as amended. The Employee acknowledges that the Employee (a) has been advised Executive further waives any claim or right to consult an attorney in connection with entering into this Agreement; payment of attorneys' fees or expenses; (b) has 21 days Provides that he will not file, or permit to consider be filed in his name or on his behalf, any lawsuit in court against any of the persons or entities released in this waiver and release; and section 13, (c) may revoke other than for breach of this Agreement or to challenge this waiver and release within seven days under the Age Discrimination in Employment Act), based upon (i) any event that occurred during his employment with PNC, (ii) termination of execution upon written notice to Legal Counselthis Agreement, Employment and Laborand/or (iii) termination of Executive's employment by PNC; and, (c) Provides that, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If while the waiver and release does not prevent Executive from filing a Charge with the Equal Employment Opportunity Commission ("EEOC"), if any charge, complaint, lawsuit or administrative claim is revoked filed in Executive's name or on his behalf with the EEOC or any other administrative agency or organization, or in any other forum, against any of the persons or entities released in this paragraph, based upon (i) any event which occurred during his employment with PNC, (ii) the termination of this Agreement, and/or (iii) termination of his employment by PNC, Executive will not seek or accept any personal relief, including but not limited to any award of monetary damages or reinstatement to his employment with PNC; Provided, however, that this provision shall not apply to a claim for damages under the Age Discrimination in Employment Act. If successful on such seven-day period, claim any monetary damages obtained by Executive would be offset by the grant shall be void and of no further effectmonies paid under this Agreement.

Appears in 1 contract

Sources: Employment Agreement (PNC Financial Services Group Inc)

Waiver and Release. In consideration for Subject to the granting timely payment/provision by the Company of all amounts/benefits provided in this Agreement, specifically the Restricted Stock UnitsTermination Package, the Employee hereby waives any irrevocably declares and all claims whether known or unknown warrants the following: 15.1. The Employee confirms that the Employee may have against he has received from the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement all of the Company rights and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions the amounts which are due to him in connection with the Employee’s service entire Employment Term and/or the termination of his employment, including salary, overtime, vacation pay and/or vacation redemption pay, sick pay, recuperation pay, holiday pay, contributions to pension schemes, contributions to education fund, premiums and bonuses of all kinds, travel expenses and/or car allowance, notice period pay and severance pay, personal injury or any other claim for damages or injury of any kind whatsoever, stock or stock options or other capital grants, exercising options and any other payment arising from the Employment Term and/or from the termination of employment, including with respect to the circumstances of such termination, discrimination, wrongful dismissal and restrictions on layoffs (including the process of termination which the Employee waived), to which he was or may have been entitled by virtue of any law and/or statute and/or Employment Agreement and/or Company's practice. 15.2. The Employee confirms that the payments, including all the ex-gratia Termination Package, as a directorset forth in this Agreement, officer or employee constitute the final, agreed and absolute arrangement, which exhausts all of the Company or any claims, demands and lawsuits of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may against the Company, and that he has no claims and shall have no claims, demands or lawsuits against the Company, and the Employee undertakes to obtain contribution in the event of the entry of judgment refrain from any legal proceeding against the Company as a result with regard to claims and/or demands and/or lawsuits of any act kind or failure to act for nature, contractual, tort or other, based on any grounds whatsoever, or in any manner whatsoever, which both are known on the Employee date of the signing of the Agreement, and the Company such which are not known, and which arise from any law or any of its Subsidiaries or Affiliates are jointly responsiblestatute whatsoever. 15.3. The Employee hereby specifically waives any and all rights under the laws right, claim, or demand he may have, if any, with respect to ownership of any state (expressly intellectual property that was created by him during the Employment Term and /or any special consideration for such property, including but not limited to Section 1542 any claim for consideration regarding Service Invention, under Article 134 of the California Civil Code)Patents Law, which is substantially similar in wording 1967 and claim or effect as follows: This waiver specifically includes all claims under demand regarding the Age Discrimination in Employment Act eligibility to receive royalties, compensation or rewards before the Compensation and Royalties Committee set up at the Office of 1967, as amendedthe Patents Registrar. 15.4. The Employee acknowledges confirms that this Agreement and the Termination Package shall also constitute a "package deal" and a settlement and release agreement as construed in Section 29 of the Severance Pay Law, 1963 and the Employee (a) has been advised shall have not additional demands with respect to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectseverance pay.

Appears in 1 contract

Sources: Termination of Employment and Separation Agreement (DarioHealth Corp.)

Waiver and Release. In consideration for Executive hereby irrevocably, unconditionally and voluntarily waives, releases and forever discharges any existing and future rights and entitlements with respect to the granting Offer Letter Severance Benefits. Executive hereby irrevocably, unconditionally and voluntarily waives, releases, and forever discharges the Company and all of its affiliates and each of the Restricted Stock Unitsforegoing entities’ respective past and present employees, officers, directors, shareholders, agents, affiliates, predecessors, parents, subsidiaries, attorneys, and the successors and assigns of each of the foregoing entities and persons (collectively, the Employee hereby waives “Releasees”) from any and all claims now existing or hereafter arising, whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directorsunknown, officers, shareholders, agents or employees arising out of or relating to the Offer Letter Severance Benefits (the “Released Claims”). For the avoidance of doubt, the Released Claims include, without limitation, any claims resulting from any actions by, or omissions of, in connection with or related to the Employee’s employmentReleasees. Executive hereby expressly, except for (1) claims under this Agreementirrevocably, (2) claims that arise after the date hereof voluntarily and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee unconditionally waives any and all rights conferred under the laws of any state (expressly including but not limited to Section 1542 of the Civil Code of the State of California Civil Codeor such comparable provisions in the applicable jurisdiction that Executive may have (“Section 1542”), which is substantially similar in wording or effect provides as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967A 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, as amendedIF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The Employee acknowledges parties understand and agree that the Employee claims Executive is waiving and releasing in this Agreement include both known and unknown claims Executive has as of the date Executive signs this Agreement. The parties understand and agree that the claims released by this Agreement do not include (ai) has been advised to consult an attorney any of Executive’s rights contained in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (cii) any rights or claims that may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectreleased under applicable law.

Appears in 1 contract

Sources: Severance Waiver (Lyell Immunopharma, Inc.)

Waiver and Release. In For and in consideration for the granting hereof, Falla, on behalf of the Restricted Stock Unitshimself and his agents, the Employee hereby heirs, successors and assigns, expressly waives any claims against and all claims whether known or unknown that the Employee may have against releases the Company and its Subsidiaries affiliates, subsidiaries, successors, past and Affiliates and their respective present officers, directors, officersagents and employees (collectively, shareholdersthe “Released Parties”) from all claims, agents causes of action or employees arising out ofliabilities, in connection with suspected or related unsuspected and irrespective of any present lack of knowledge of any possible claim or of any fact or circumstances pertaining thereto, which he may have or could claim to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of have against the Company or any of its Subsidiaries the Released Parties. This Waiver and AffiliatesRelease is intended to be all encompassing, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by without limitation covers all matters arising from or during the employment of Falla with the Company or any of its Subsidiaries or Affiliatesand/or related to his resignation from the Company. This Waiver and Release includes, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but is not limited to Section 1542 to, claims of the California Civil Code)discrimination based on race, which is substantially similar in wording or effect as follows: This waiver specifically includes all color, national origin, sex, marital status, age (including claims under the Age Discrimination in Employment Act Act), or physical or mental disability under any federal, state or local law, rule or regulation; claims under state or federal law governing the payment of 1967, as amendedwages; and claims under any express or implied contract or legal restrictions on the Company’s right to terminate employees; claims under any employment agreement between Falla and the Company; and any and all claims based on contract or tort law. The Employee This Waiver and Release applies to all claims that arose up through the date hereof (the only exception being a suit filed solely to challenge the validity of this release under the ADEA). Falla agrees he has been provided the opportunity to consider whether to enter into this Waiver and Release and has voluntarily chosen to enter into it on this date. Falla acknowledges that he is voluntarily executing this Waiver and Release, that he has carefully read and fully understands all aspects of this Waiver and Release, that he has not relied upon any representations or statements not set forth herein or made by the Employee (a) Company’s agents or representatives, that he has been advised and been provided the opportunity to consult with an attorney prior to executing this Waiver and Release. Falla further acknowledges that pursuant to applicable law, he has been offered the opportunity to review a copy of this Waiver and Release for a period of twenty-one (21) days (the “Review Period”) and that the terms and condition of this Waiver and Release have not been amended, modified, or revoked during the Review Period. Falla and the Company agree that Falla shall have seven (7) calendar days (the “Revocation Period”) following the date on which he signs this Agreement to revoke his acceptance of this Waiver and Release, and this Waiver and Release shall not become effective until the Revocation Period has expired. Falla represents that he has no lawsuits, claims or actions pending in connection with entering into this Agreement; (b) has 21 days his name, or on behalf of any other person or entity, against the Company, and also represents that he does not intend to consider this waiver and release; and (c) may revoke this waiver and release within seven days bring any claims on his own behalf or on behalf of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇any other person or entity against the Company. The waiver and release Falla agrees that he will not become enforceable until act in any manner that might damage the expiration business of the seven-day period. If Company and further agrees that he will not knowingly counsel or assist any attorneys or their clients in the waiver and release is revoked during such seven-day periodpresentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any third party against any of the grant shall be void and of no further effectReleased Parties, unless under a subpoena or other court order to do so.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Helix Biomedix Inc)

Waiver and Release. In consideration for the granting of the Restricted Stock Units(a) Except as set forth in Section 6, the Employee hereby each Investor and Placement Agent expressly forfeits and waives any and all claims whether known anti-dilution and piggyback registration rights under the Prior Transaction Documents and the Notes and Warrants issued thereunder, including any anti-dilution rights such Investor or unknown that the Employee Placement Agent may have against with respect to the issuances of any capital stock of the Company pursuant to this Agreement or the Stock Purchase Agreement. (b) Each Investor and its Subsidiaries Placement Agent unconditionally, irrevocably and Affiliates absolutely releases and their respective directorsdischarges the Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other entities of the Company, past and present, as well as the Company’s past and present employees, officers, directors, agents, principals, shareholders, agents or employees arising out ofsuccessors and assigns from all claims, in connection with or losses, demands, interests, causes of action, suits, debts, controversies, liabilities, costs, expenses and damages related to the Employee’s employmentwaiver of anti-dilution and piggyback registration rights above, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are any security interest pursuant to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement Prior Transaction Documents over any collateral of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or AffiliatesCompany, or (6) related in any right the Employee way to any rights such Investor may have to obtain contribution in the event equity or debt securities of the entry of judgment against Company, other than as set forth on the Company as a result of schedules hereto. This release includes, but is not limited to, any act tort, contract, common law, constitution or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state other statutory claims (expressly including but not limited to Section 1542 of the California Civil Codeany claims for attorneys’ fees, costs and expenses), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and . (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration Each of the seven-day period. If Investors, each of the waiver Placement Agents, and the Company expressly waives such Investor’s, Placement Agent’s or Company’s (as applicable) right to recovery of any type, including damages or reinstatement, in any administrative court or action, whether state or federal, and whether brought by such Investor, Placement Agent or Company or on such Investor’s, Placement Agent’s or Company’s (as applicable) behalf, related in any way to the matters released herein. (d) Each of the Investors, each of the Placement Agents, and the Company acknowledges that it may discover facts or law different from, or in addition to, the facts or law that it knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. (e) Each of the Investors, each of the Placement Agents and the Company declares and represents that it intends this Agreement to be complete and not subject to any claim of mistake, and that the release of the claims described herein expresses a full and complete release and it intends the release of such claims to be final and complete. (f) The parties acknowledge that this release is revoked during such seven-day periodnot intended to bar any claims that, the grant shall by statute, may not be void and of no further effectwaived.

Appears in 1 contract

Sources: Exchange Agreement (Genesis Biopharma, Inc)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.. 883467v1 (US – 2/15) 5

Appears in 1 contract

Sources: Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting Employee, on behalf of the Restricted Stock Unitshimself and his marital community, the Employee hereby if any, heirs, executors, administrators and assigns, expressly waives against Employer, its present and former businesses, affiliates, subsidiaries, parents or other related entities of any nature, and its and their collective current and former officers, directors, stockholders, managers, employees, agents, trustees, representatives, members, agents and attorneys in each of their individual and representative capacities (all of which are collectively referred to as “Released Parties”) any and all claims claims, damages, causes of action or disputes, whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directorsunknown, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting based upon acts or omissions in connection with the relating to Employee’s service as a directoremployment with or the end of Employee’s employment with Employer which occurred on or prior to the execution of this Second Agreement; and further releases, officer discharges and acquits Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or employee disputes unless expressly excluded from the scope of the Company this waiver and release (“Released Claims”). This waiver and release includes any claims under common law or any of its Subsidiaries and Affiliatesfederal, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliatesstate, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act local statute or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code)ordinance, which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under including, without limitation, the Age Discrimination in Employment Act (ADEA) and Older Workers Benefit Protection Act (OWBPA). Excluded from this Release are claims that Employee may have regarding vested benefits under ERISA, any other claim that may not be released in accordance with applicable law, and any rights or claims that may arise after the date this Second Agreement is executed. Employee is not barred from bringing an action challenging the validity of 1967this Agreement under the ADEA or OWBPA. Nothing in this Second Agreement is intended to or shall prevent or interfere with Employee's right to provide information to the government, as amended. The Employee acknowledges that participate in investigations, file a complaint, testify in proceedings regarding Employer's past or future conduct, or engage in any activities protected under the Employee (a) has been advised whistleblower statutes administered by OSHA, SEC, National Labor Relations Board, or other government agency, or to consult an attorney in connection with entering into this Agreement; (b) has 21 days receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effecta government agency.

Appears in 1 contract

Sources: Transition Agreement (F5, Inc.)

Waiver and Release. In consideration for the granting of the Restricted Stock Performance Share Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s 's employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s 's service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors' and officers' liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 1 contract

Sources: Performance Share Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.. 883468v1 (US – 2/15) 5

Appears in 1 contract

Sources: Restricted Stock Unit Agreement (Unum Group)

Waiver and Release. In consideration for the granting of the Restricted Stock UnitsOption, the Employee Optionee hereby waives any and all claims whether known or unknown that the Employee Optionee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s Optionee's employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s Optionee's service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors' and officers' liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee Optionee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee Optionee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee Optionee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee Optionee acknowledges that the Employee Optionee (a) has been advised to consult an attorney in connection with entering into this Option Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven seven-days of execution upon written notice to Legal Counsel, Employment and LaborAttn: Corporate Secretary, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

Appears in 1 contract

Sources: Nonqualified Stock Option Agreement (Unum Group)

Waiver and Release. In consideration for (a) Each Company Institutional Stockholder does hereby, and such Company Institutional Stockholder shall cause such Company Institutional Stockholder’s Affiliates (excluding any portfolio company (as such term is commonly used in the granting venture capital industry) of such Company Institutional Stockholder or its Affiliates), and its and their successors and assigns and any other Person claiming to act by or through any of the Restricted Stock Unitsforegoing to (and, on behalf of each of them, such Company Institutional Stockholder does hereby), effective as of, and contingent upon, the Employee hereby waives any Closing, unconditionally, irrevocably and all claims whether known or unknown that fully release, acquit, waive and forever discharge the Employee may have against Company, Parent, the Company Merger Subs, each of their predecessors and its Subsidiaries successors and Affiliates and each of their respective past, present and future directors, officers, shareholdersemployees, agents agents, assigns, equityholders, partners, insurers, subsidiaries and Affiliates from any and all claims, obligations, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether known or employees unknown, suspected or claimed, foreseen or unforeseen, existing or contingent, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Effective Time and relating to such Company Institutional Stockholder’s status as a Company Stockholder or ownership of the Company Securities, but excluding any of such Company Institutional Stockholder’s rights (i) expressly set forth in, or with respect to the enforcement of such Company Institutional Stockholder’s rights with respect to, this Agreement or the exhibits thereto and agreements entered into in connection therewith (collectively, the “Company Institutional Stockholder Agreements”), (ii) under any indemnification agreement or contract of insurance covering directors and officers of the Company prior to the Closing, (iii) to receive accrued but unpaid compensation or health, disability or life insurance benefits payable in accordance with the Company Employee Plan or (iv) to salaries, wages, bonuses, severance, expense reimbursement under any employment agreement (including the Company Institutional Stockholder Agreements) with the Company. (b) Each Company Service Provider Stockholder does hereby, and each Company Service Provider Stockholder shall cause such Company Service Provider Stockholder’s Affiliates, and its and their successors and assigns and any other Person claiming to act by or through any of the foregoing to (and, on behalf of each of them, such Company Service Provider Stockholder does hereby), effective as of, and contingent upon, the Closing, unconditionally, irrevocably and fully release, acquit, waive and forever discharge the Company, Parent, the Merger Subs, each of their predecessors and successors and each of their respective past, present and future directors, officers, employees, agents, assigns, equityholders, partners, insurers, subsidiaries and Affiliates from any and all claims, obligations, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether known or unknown, suspected or claimed, foreseen or unforeseen, existing or contingent, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Effective Time, and (i) relating to such Company Service Provider Stockholder’s status as a Company Stockholder or ownership of the Company Securities or (ii) arising out of or relating to such Company Service Provider Stockholder’s employment by the Company on or prior to the Effective Time, but excluding any of such Company Service Provider Stockholder’s rights (A) expressly set forth in, or with respect to the enforcement of such Company Service Provider Stockholder’s rights with respect to, this Agreement or the exhibits thereto and agreements entered into in connection therewith, including any Related Agreement or any employment agreement, option grant, award of restricted stock or restricted stock units or other agreement between such Company Service Provider Stockholder, on the one hand, and Parent or any Affiliate of Parent, on the other hand, that becomes effective at or after the Effective Time (collectively, the “Company Service Provider Stockholder Agreements”), (B) under any contract of insurance covering directors and officers of the Company prior to, and as of, in connection with the Closing, including any and all “tail” policies or related endorsements (including the right to the Employee’s employmentindemnification, except for (1) claims under this Agreementcontribution and advancement of expenses as a director or officer thereunder), (2C) claims that arise after to receive accrued but unpaid compensation or health, disability or life insurance benefits payable in accordance with the date hereof Company Employee Plan and obligations that by their any other vested benefits to which such Company Service Provider Stockholder is entitled under the terms are to be performed after of the date hereofapplicable Company Employee Plan, (3D) to salaries, wages, bonuses, severance, expense reimbursement under any employment agreement (including the Company Service Provider Stockholder Agreements) with the Company and (E) claims for compensation or unemployment benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries other claims or rights that by law cannot be waived in a private agreement between an employer and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and employee. (c) may revoke this waiver WITHOUT LIMITING THE FOREGOING, EACH COMPANY INSTITUTIONAL STOCKHOLDER AND COMPANY SERVICE PROVIDER STOCKHOLDER (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 WITH RESPECT TO THE FOREGOING 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 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. EACH COMPANY INSTITUTIONAL STOCKHOLDER AND COMPANY SERVICE PROVIDER STOCKHOLDER ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. Each Company Institutional Stockholder and release within seven days Company Service Provider Stockholder represents and warrants that (x) there are no Liens, or claims of execution upon written notice to Legal CounselLiens, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration or assignments in law or equity or otherwise of or against any of the seven-day period. If claims or causes of action released herein, (y) such Company Institutional Stockholder or Company Service Provider Stockholder has not transferred or otherwise alienated any such claims or causes of action and (z) such Company Institutional Stockholder or Company Service Provider Stockholder is fully authorized and entitled to give the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectreleases specified herein.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (CCC Intelligent Solutions Holdings Inc.)

Waiver and Release. In (a) For and in consideration for the granting of the Restricted Stock UnitsPayment, the Employee New Payment Amount and other good and valuable consideration, (i) Old IE hereby waives any and all claims whether known or unknown prior defaults under the Purchase Note and (ii) each of the Khokhas hereby waives any and all defaults under the Noncompetition Agreement. Each of the Khokhas hereby agrees that payment of the Employee may have against New Payment Amount to Sure▇▇▇▇ ▇▇▇▇▇▇ ▇▇ accordance with the Company terms set forth herein shall fully satisfy all payment obligations of New IE to each of such parties under the S. K▇▇▇▇▇ ▇▇▇loyment Agreement and its Subsidiaries the Noncompetition Agreement. (b) For and Affiliates in consideration of the Payment, the New Payment Amount and other good and valuable consideration, Old IE and each of the Khokhas does hereby release and forever discharge and acquit New IE and Celebrity and each of their respective successors and assigns, its directors, officers, shareholdersagents, agents employees, legal representatives and any affiliated corporations, their directors, officers, agents, employees and legal representatives, from any and all causes of action, suits, liabilities, damages, demands and claims of any nature whatsoever, whether in law or employees equity, whether known or unknown, and any and all rights, duties, liabilities and obligations, whether presently enforceable or enforceable in the future, by reason of any matter or cause arising out of, in connection with or related from the beginning of time to the Employee’s employment, except for (1) claims date of this Agreement and hereafter under this the Noncompetition Agreement, the Employment Agreements, the Consignment Agreement, the Purchase Note and the Purchase Agreement dated February 7, 1995 (2the "Purchase Agreement") claims that arise after among New IE, Celebrity, Old IE and the date hereof and obligations that by their terms are to be performed after the date hereofKhokhas. In particular, (3i) Old IE releases all claims for compensation or benefits under any compensation or benefit plan or arrangement relating to (a) all sales of Stored Goods (as defined in the Company and its Subsidiaries and Affiliates, (4Consignment Agreement) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries Consignment Agreement and Affiliates, (5b) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this AgreementPurchase Note; (bii) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days each of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, Sure▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Meen▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver eases all claims relating to claims for expenses in connection with the Employment Agreements; and release will not become enforceable until the expiration (iii) each of the seven-day period. If Khokhas releases all claims under the waiver Noncompetition Agreement. (c) For and in consideration of the terms hereof, New IE and Celebrity hereby release and forever discharge Old IE and the Khokhas and each of their respective successors, assigns, agents and legal representatives and affiliated persons from any and all causes of action, suits, liabilities, damages, demands and claims of any nature whatsoever, whether in law or equity, whether known or unknown, and any and all rights, duties, liabilities and obligations, whether presently enforceable or enforceable in the future, by reason of any matter or cause arising from the beginning of time to the date of this Agreement and hereafter under the Noncompetition Agreement (except with respect to future breaches if the Noncompetition Agreement is in effect at such time of breach), the Employment Agreements (except with respect to future breaches if the Employments Agreements are in effect at such time of breach), the Consignment Agreement and the Purchase Agreement, except to the extent set forth in Section 8.06(i) and Section 8.06(ii) of the Purchase Agreement. (d) This release is revoked during such seven-day periodintended to cover all claims of all types, whether arising under common law, or the grant shall statutes or regulations of the State of Texas, of any other state, or of the United States or any foreign country. This is to be void and construed as the broadest possible type of no further effectgeneral release, including without limitation admiralty, antitrust, commission, compensation, copyright, contract, patent, regulatory, royalty, securities, statutory, tort, trespass, warranty, or any other claims.

Appears in 1 contract

Sources: Settlement Agreement (Celebrity Inc)

Waiver and Release. In consideration for the granting of the Restricted Stock Performance Share Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.. 883057v1 (US – 2/15) 7

Appears in 1 contract

Sources: Performance Share Unit Agreement (Unum Group)

Waiver and Release. In consideration for Subject to the granting last sentence of the Restricted Stock Unitsfirst paragraph of this Section 2, Flight Attendant, on his or her own behalf and on behalf of his or her heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Company, the Employee hereby waives Union and each of the Company’s and the Union’s affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company, the Union and the Company’s and the Union’s affiliates, parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Released Parties”), from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of his or her signing of this Release, concerning arising out of or in connection with the Equity Participation, Section 24A of the CBA, the Equity Participation Amount and Flight Attendant’s allocation of the Individual Equity Participation Amount, including, without limitation, any claim arising under any federal, state or local laws, ordinances or regulations and any claim arising under any common law principle or public policy, including, without limitation, all suits in tort or contract. Notwithstanding any other provision of this Release to the contrary, this Release is contingent upon the Company paying Flight Attendant the Individual Equity Participation Amount in accordance with the terms of the LOA and does not encompass, and Flight Attendant does not release, waive or discharge, the obligations of the Company to pay the Individual Equity Participation Amount. Flight Attendant understands that by signing this Release, he or she is not waiving any claims or administrative charges which cannot be waived by law or any claims that accrue in the future. He or she is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency pursue any claim on his or her behalf arising out of or related to the Equity Participation, Section 24A of the CBA, the Equity Participation Amount and the Individual Equity Participation Amount. Flight Attendant further agrees without any reservation whatsoever, never to commence a legal action or ▇▇▇ the Released Parties or become a party to a lawsuit on the basis of any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar type released in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectRelease.

Appears in 1 contract

Sources: Release of Claims

Waiver and Release. In consideration for the granting of the Restricted Stock Unitsbenefits ------------------ outlined above, the Employee Nichols, on behalf of himself, his heirs, assigns and l▇▇▇▇ ▇▇presentatives, hereby waives any releases and all claims whether known or unknown that the Employee may have against forever discharges the Company and its Subsidiaries and Affiliates and their respective officers, directors, officers, shareholders, agents or insurers and employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or employee benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives plans from any and all rights claims, demands, damages, causes of action or suits of whatever type under the laws of any state (expressly including state, federal or local laws, including, but not limited to, the Age Discrimination in Employment Act and other laws prohibiting employment discrimination, as well as claims at common law or equity and in contract or in tort and whether known or unknown, that Nichols may have, has had or may acquire of whatever na▇▇▇▇ ▇▇om the beginning of time to Section 1542 the date of this Agreement or through the end of the California Civil Code)period of Consultancy based upon any known or unknown fact, condition or incident occurring through the date of this Agreement or the end of the period of Consultancy including any fact or event related to Nichols' employment or separation from employment with ▇▇▇ ▇▇▇pany. Nichols agrees not to make any claim for damages or per▇▇▇▇▇ ▇ecovery by administrative charge, lawsuit or other proceeding related to any of the above and will not seek or accept money damages or personal relief upon the filing of any administrative claim or judicial charge or claims. If any party brings any claim or action which is substantially similar contrary to the above release, then the party defendant to that action shall be entitled to reimbursement for costs and attorneys' fees incurred in wording or effect as follows: the defense thereof. This waiver specifically includes release does not discharge the Company from obligations that it otherwise has under this Agreement and the Company's employee benefit and compensation plans for benefits accrued to Nichols. Nichols acknowledges that by signing thi▇ ▇▇▇▇▇ment, he ▇▇▇▇▇▇ all claims arising under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee 1967 (ADEA) and that: (a) This waiver of ADEA rights does not waive any ADEA rights and claims which arise after the date of this Agreement and this waiver is given in exchange for payment of sums and the Consultancy, which are more than Nichols is otherwise entitled to receive; (b) ▇▇▇▇oyee has been advised to consult an attorney in connection with entering into before signing this Agreement; Agreement and has twenty-one (b21) has 21 days to consider this waiver and release; and it which period commenced on October 30, 1998; (c) may revoke If Nichols executes this waiver and release within seven days of execution upon written notice to Legal CounselAgreement, Employment and Labor, Law Department, Unum Group, ▇ ▇▇it will not become eff▇▇▇▇▇▇ ▇▇▇▇▇▇for seven (7) days thereafter. During this seven (7) day period, ▇▇▇▇▇▇▇▇▇▇▇he may revoke this release and waiver provided he submits written notification of such revocation to the undersigned prior to the expiration of the revocation period. If Nichols revokes this Agreement during that period, ▇▇▇▇▇▇then ▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until the expiration mpany has no duty to pay any sums or provide any benefits described herein except for amounts which would be payable under plans or programs by their terms without consideration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectthis Agreement.

Appears in 1 contract

Sources: Consulting Agreement (Mallinckrodt Inc /Mo)

Waiver and Release. (a) In consideration for the granting of the Restricted Stock Unitshis engagement hereunder, the Employee M▇. ▇▇▇▇▇▇▇ hereby waives any and all claims whether known or unknown that the Employee may have against releases the Company from liability for all rights and its Subsidiaries and Affiliates and their respective directorsclaims, officerswhether or not they are presently known to exist, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of M▇. ▇▇▇▇▇▇▇ has against the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by subsidiaries relating in any way to M▇. ▇▇▇▇▇▇▇’▇ employment or separation from employment with the Company or Company. This release shall not be deemed a release of any of its Subsidiaries or Affiliates, or (6) any right the Employee claim that M▇. ▇▇▇▇▇▇▇ may have to obtain contribution in the event of the entry of judgment against the Company as a result arising out the Company’s breach of any act or failure this Agreement. The rights and claims which M▇. ▇▇▇▇▇▇▇ waives and releases in this Agreement include, to act for which both every extent allowed by law, those arising under the Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Fair Labor Standards Act, Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Veterans’ Reemployment Rights Act, the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) and the Company or Americans With Disabilities Act. (b) M▇. ▇▇▇▇▇▇▇ also acknowledges that he is waiving and releasing any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: This waiver specifically includes all claims he may have under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges 1967 (“ADEA”) and that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release is knowing and voluntary. M▇. ▇▇▇▇▇▇▇ and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Termination Date. M▇. ▇▇▇▇▇▇▇ acknowledges that the consideration given for this waiver and release is in addition to anything of value to which M▇. ▇▇▇▇▇▇▇ was already entitled. M▇. ▇▇▇▇▇▇▇ further acknowledges that he has been advised by this writing that (i) he should consult with an attorney prior to executing this Release; (ii) he has up to twenty-one (21) days within which to consider this Release; (iii) he has seven (7) days following his execution of execution upon written notice this Release to Legal Counselrevoke this Release; (iv) this Release shall not be effective until the revocation period has expired; and (v) nothing in this Release prevents or precludes M▇. ▇▇▇▇▇▇▇ from challenging or seeking a determination in good faith of the validity of this waiver and release under ADEA, Employment nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. (c) M▇. ▇▇▇▇▇▇▇ waives and Laborreleases all similar rights and claims under all other federal, Law Departmentstate and local discrimination provisions and all other statutory and common law causes of action relating in any way to his employment or separation from employment with the Company, Unum Group, ▇ except for rights expressly set forth or reserved in this Agreement. This release does not in any way impair M▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver and release will not become enforceable until right to be indemnified to the expiration fullest extent allowed by law or the Bylaws of the seven-day period. If Company for any acts or omissions relating to or arising out of his employment with the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effectCompany.

Appears in 1 contract

Sources: Consulting Agreement (Quovadx Inc)

Waiver and Release. In consideration for the granting of the Restricted Stock Units, the (a) The Employee hereby waives any and all claims whether known rights of any kind or unknown that the Employee may have description against the Company and its Subsidiaries and Affiliates and their respective directorsthat he has had, officersnow has or can, shareholders, agents shall or employees arising out of, may have in connection with or related the future regarding any matter relating to the Employee’s his employment, except for (1) claims under the Employment Agreement, or the termination thereof, that predates the execution of this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to all asserted and unasserted rights to and claims for wages, salary, termination-related payments pursuant to Section 1542 4 of the California Civil CodeEmployment Agreement, employee benefits, vacation pay, sickness pay, expense reimbursements, monetary and equitable relief, damages, or any Statutory Claim (as defined below), which is substantially similar except as expressly set forth in wording or effect as follows: This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; . (b) A Statutory Claim for the purposes of the preceding clause means any claim for or relating to unfair dismissal, additional redundancy payments, equal pay, sex, race or disability discrimination, or any other statutory employment rights which the Employee, or anyone on his behalf, has 21 days to consider this waiver and release; and (c) or may revoke this waiver and release within seven days of execution upon written notice to Legal Counselhave under any applicable law, including the Employment and Labor, Law Department, Unum Group, ▇▇▇ ▇▇▇▇▇▇ or Human Rights ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇and including any claim for reinstatement to employment with the Company in any position at any time. It is a fundamental term of this Agreement that: (i) the payments and the provision of any benefits under the terms of this Agreement shall at all times be conditional on the Employee (or anyone on his behalf) complying with each and every term, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The waiver condition or warranty of this Agreement and release will not become enforceable until refraining from issuing or pursuing any type of employment related proceedings in respect of any Statutory Claim or any contractual or common law claim (howsoever arising) against the expiration Company; (ii) if the Employee (or anyone on his behalf) subsequently breaches any term, condition or warranty of this Agreement, or issues or pursues such employment related proceedings in breach of this Agreement then the seven-day period. If payments and benefits provided to the waiver and release is revoked during such seven-day period, the grant Employee shall be void repayable to the Company forthwith on demand and of no further effectpayments or benefits will be provided; and (iii) the payments and benefits shall be recoverable as a debt, together with all reasonable costs (including reasonable legal costs) incurred by the Company in recovering the sums and/or in relation to any proceedings so brought by the Employee.

Appears in 1 contract

Sources: Separation Agreement (Enstar Group LTD)