General Release Contract Clauses (493)

Grouped Into 21 Collections of Similar Clauses From Business Contracts

This page contains General Release clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
General Release. Employee recognizes, understands and agrees that the provision of this Agreement by Company, and its terms of employment, as well as its terms of Severance, Severance Benefits and Contingent AP Amounts are generous and extraordinary, and that in consideration thereof, Employee agrees in this Agreement that in advance of and as a condition to the receipt of such Severance Benefits, Severance and Contingent AP Amount, if any, Employee will execute a General Release in a form mutually satisfactory ...to Company and Employee, but in any case, including appropriate releases for all claims or demands Employee may have against Company, including, without limitation, claims or demands for violation of any laws, rules, regulations, orders or decrees established to protect the rights of employees pursuant to anti-discrimination laws and including all protections required by law to be afforded to Employee relative to the execution and revocation of such a General Release. Employee understands and agrees that no Severance Benefits, Severance or Contingent AP Amounts will be made to Employee unless, and until Employee and Company execute such a General Release, and Employee's rights to revoke such General Release have expired or have been extinguished as a matter of law. Such General Release must be executed and submitted to Company within sixty (60) days following termination of employment. Payment of amounts exempt from Section 409A shall be made (or shall begin, as the case may be) immediately upon the expiration of the revocation period, as shall the payment of any amounts that constitute "deferred compensation" within the meaning of Section 409A (subject to any delay under Section 20 and also provided that if the sixty (60) day period ends in the calendar year subsequent to the Page 8 year containing the termination of employment, the payment of deferred compensation shall not be made or being earlier than the first business day in that subsequent year).12. Corporate Authority. Company represents and warrants to Employee that (a) Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, (b) the execution, delivery, and performance of the undertakings contemplated by the Agreement have been duly authorized by Company, and (c) this Agreement shall be a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors rights generally. View More
General Release. Employee recognizes, understands and agrees that the provision of this Agreement by Company, and its terms of employment, as well as its terms of Severance, Severance Benefits and Contingent AP Amounts are generous and extraordinary, and that in consideration thereof, Employee agrees in this Agreement that in advance of and as a condition to the receipt of such Severance Benefits, Severance and Contingent AP Amount, Amounts, if any, Employee will execute a General Release in a form mutually sati...sfactory to Company and Employee, but in any case, including appropriate releases for all claims or demands Employee may have against Company, including, without limitation, claims or demands for violation of any laws, rules, 8 regulations, orders or decrees established to protect the rights of employees pursuant to anti-discrimination laws and including all protections required by law to be afforded to Employee relative to the execution and revocation of such a General Release. Employee understands and agrees that no Severance Benefits, Severance Severance, or Contingent AP Amounts will be made to Employee unless, and until Employee and Company execute such a General Release, and Employee's rights to revoke such General Release have expired or have been extinguished as a matter of law. Such General Release must be executed and submitted to Company within sixty (60) days following termination of employment. Payment of amounts exempt from Section 409A shall be made (or shall begin, as the case may be) immediately upon the expiration of the revocation period, as shall the payment of any amounts that constitute "deferred compensation" within the meaning of Section 409A (subject to any delay under Section 20 and also provided that if the sixty (60) day period ends in the calendar year subsequent to the Page 8 year containing the termination of employment, the payment of deferred compensation shall not be made or being begin earlier than the first business day in that subsequent year).12. Corporate Authority. Company represents and warrants to Employee that (a) Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, (b) the execution, delivery, and performance of the undertakings contemplated by the Agreement have been duly authorized by Company, and (c) this Agreement shall be a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors rights generally. year). View More
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General Release. Each Company and each Guarantor (by its acknowledgment set forth below) hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against any Creditor Party and/or its, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in... any manner connected with any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, or was taken or permitted prior to the date hereof. The inclusion of this paragraph in this Amendment Agreement, and the execution of this Amendment Agreement by Creditor Parties, does not constitute an acknowledgment or admission by any Creditor Party of liability for any matter, or a precedent upon which any liability may be asserted. View More
General Release. Each Company and each Guarantor (by its acknowledgment set forth below) hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against any Creditor Party and/or its, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in... any manner connected with any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, or was taken or permitted prior to the date hereof. The inclusion of this paragraph in this Amendment Agreement, and the execution of this Amendment Agreement by Creditor Parties, does not constitute an acknowledgment or admission by any Creditor Party of liability for any matter, or a precedent upon which any liability may be asserted. 4 8. Conditions of Effectiveness. This Amendment Agreement shall become effective upon receipt by Agent (unless waived by Agent in writing) of the following, each in form and substance satisfactory to Agent in its sole discretion: (a) this Amendment Agreement executed by each Company and each Guarantor, (b) an original executed Second Amended and Restated Secured Term Note in the form attached hereto as Exhibit A, (c) corporate resolutions for each Company authorizing the transactions contemplated by this Amendment Agreement and (d) payment by Companies of all fees and expenses incurred by Agent (i) in connection with the transactions contemplated by this Amendment Agreement, including, without limitation, the fees of "-----------", counsel to Agent and Purchasers and (ii) for matters described in Section 8.32 of the Purchase Agreement. View More
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General Release. In consideration for the retention bonus outlined in Paragraph 1, prior to receipt of retention bonus, Employee agrees to execute for himself/herself, his or her heirs, executors, administrators, agents, assigns, a release to fully discharge Company or FirstEnergy Corp. from any and all claims. The release shall be in a form as determined by the Company. Failure to execute such a release will result in the forfeiture of his or her retention bonus. WHEREFORE, the parties have executed this Agreem...ent effective on the date first set forth above. Leadership Name Signature Date Employee Signature Date EX-10.6 5 ex106-formoffeskerpaward.htm EXHIBIT 10.6 Exhibit Exhibit 10.6[Form of FirstEnergy Solutions Corp. Retention Agreement]FirstEnergy Solutions Corp. RETENTION AGREEMENTTHIS AGREEMENT, made effective this ___ day of ____, _______ is by and between FirstEnergy Solutions Corp. ("Company") and _________ "Employee").WHEREAS, the Company desires to provide an incentive to retain you because of your critical skill set;WHEREAS, Employee desires to remain in the employ of the Company in anticipation and consideration of the benefits offered herein;NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, as well as other good and valuable consideration, and agreeing to be legally bound hereby, the parties agree that Employee shall be a Participant in FirstEnergy Solutions Corp. 2016 Key Employee Retention Plan (the "Plan" or "KERP"), a copy of which the Employee acknowledges receipt of, and shall be entitled to benefits thereunder as follows:1. Subject to the terms and conditions specified in the Plan, the Company agrees to pay Employee a retention bonus which shall be calculated by multiplying Employee's base salary on December 1, 2016 by ___%, and shall be rounded up to the nearest $100. Your retention bonus is $_______. If the Plan is terminated prior to November 30, 2018 ("Early Termination Date"), then the full retention bonus shall be paid to Employee. The retention bonus amount will be reduced by applicable taxes and paid to Employee as soon as practicable, but no later than 75 days after the date the Employee earns the right to such payment. In return and in consideration of payment of the retention bonus, Employee must remain in the employ of the Company in the employee's current, similar or higher level position until at least through the earlier of the Early Termination Date or November 30, 2018. For any other terminations (i.e., death, disability, involuntary termination by the Company without cause such as a termination due to the completion of a wind down process or a sale), Employee will be paid his or her full retention bonus no later than the 15th day of the second month in the year following the date of the Employee's termination. 3. If, at any time prior to the earlier of November 30, 2018 or the Early Termination Date, Company transfers Employee to a different position within the Company or with an affiliate of FirstEnergy Corp., then the retention bonus shall be paid as set forth in Paragraph 1 as if earned on November 30, 2018. If Employee transfers to another position without Company permission, his or her retention bonus will be forfeited. View More
General Release. In consideration for the retention bonus outlined in Paragraph 1, prior to receipt of retention bonus, Employee agrees to execute for himself/herself, his or her heirs, executors, administrators, agents, assigns, a release to fully discharge Company or FirstEnergy Corp. from any and all claims. The release shall be in a form as determined by the Company. Failure to execute such a release will result in the forfeiture of his or her retention bonus. WHEREFORE, the parties have executed this Agreem...ent effective on the date first set forth above. Leadership Name Signature Date Employee Signature Date EX-10.6 5 ex106-formoffeskerpaward.htm EX-10.10 9 ex1010-formoffenockerpaward.htm EXHIBIT 10.6 10.10 Exhibit Exhibit 10.6[Form 10.10[Form of FirstEnergy Solutions Corp. Nuclear Operating Company Retention Agreement]FirstEnergy Solutions Corp. Nuclear Operating Company RETENTION AGREEMENTTHIS AGREEMENT, made effective this ___ day of ____, _______ is by and between FirstEnergy Solutions Corp. Nuclear Operating Company ("Company") and _________ "Employee").WHEREAS, the Company desires to provide an incentive to retain you because of your critical skill set;WHEREAS, Employee desires to remain in the employ of the Company in anticipation and consideration of the benefits offered herein;NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, as well as other good and valuable consideration, and agreeing to be legally bound hereby, the parties agree that Employee shall be a Participant in FirstEnergy Solutions Corp. Nuclear Operating Company 2016 Key Employee Retention Plan (the "Plan" or "KERP"), a copy of which the Employee acknowledges receipt of, and shall be entitled to benefits thereunder as follows:1. Subject to the terms and conditions specified in the Plan, the Company agrees to pay Employee a retention bonus which shall be calculated by multiplying Employee's base salary on December 1, 2016 by ___%, and shall be rounded up to the nearest $100. Your retention bonus is $_______. If the Plan is terminated prior to November 30, 2018 ("Early Termination Date"), then the full retention bonus shall be paid to Employee. The retention bonus amount will be reduced by applicable taxes and paid to Employee as soon as practicable, but no later than 75 days after the date the Employee earns the right to such payment. In return and in consideration of payment of the retention bonus, Employee must remain in the employ of the Company in the employee's current, similar or higher level position until at least through the earlier of the Early Termination Date or November 30, 2018. For any other terminations (i.e., death, disability, involuntary termination by the Company without cause such as a termination due to the completion of a wind down process or a sale), Employee will be paid his or her full retention bonus no later than the 15th day of the second month in the year following the date of the Employee's termination. 3. If, at any time prior to the earlier of November 30, 2018 or the Early Termination Date, Company transfers Employee to a different position within the Company or with an affiliate of FirstEnergy Corp., then the retention bonus shall be paid as set forth in Paragraph 1 as if earned on November 30, 2018. If Employee transfers to another position without Company permission, his or her retention bonus will be forfeited. View More
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General Release. Employee voluntarily and on behalf of Employee, Employee's heirs, successors and assigns, hereby forever releases, discharges and holds harmless, Employer and its present and former parents, subsidiaries, affiliates and divisions, and each of their present and former officers, directors, employees, agents, investors, shareholders, owners, members, principals, administrators, affiliates, divisions, employee benefit plans and fiduciaries, attorneys, insurers, and each of their predecessors, succes...sors and assigns (the "Released Parties") from any and all claims, rights, causes of action and demands of whatever nature, whether known or unknown, that Employee had, has or may have against Employer and/or the Released Parties arising from any act, event or omission that has occurred up through the date on which Employee executes this Release, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 and 1983 of the Civil Rights Act of 1866; Executive Order 11,246; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and California "mini-COBRA"; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act ("WARN") and Cal WARN; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; Age Discrimination in Employment Act of 1967, as amended; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act; the California Family Rights Act; the California Fair Employment and Housing Act; the California Labor Code including Section 132a; the California Constitution; any California Wage Order; the California Private Attorney General Act of 2004; the California Confidentiality of Medical Information Act; the California Business & Professions and Government Codes; claims under any other federal, state or local law, regulation or common law, including but not limited to claims relating to wrongful or constructive termination, harassment, failure to prevent harassment, discrimination, retaliation, and denial of accommodation; claims for personal and physical injury, medical loss, negligence, invasion of privacy, defamation, and intentional or negligent infliction of emotional distress; claims for breach of contract (whether oral, written, implied or express), interference with contract, promissory estoppel, and breach of the implied covenant of good faith and fair dealing; claims for violation of public policy, tort and fraud; claims arising under the Agreement, any employment contract, offer letter, retention agreement, severance agreement, or severance policy; claims for wages, bonuses, commissions, overtime, meal periods, equity, severance pay and damages; claims for penalties, costs, interest, and attorneys' fees; and claims arising out of any wrongdoing whatsoever under any theory now or ever recognized. The foregoing releases do not include any claims or rights that cannot be released or waived as a matter of law or claims to enforce the payment obligations under the Agreement. -18- 2. Release of Unknown Claims. Employee understands and agrees that by executing this Agreement and receiving the consideration for the releases given herein, this Release shall be effective as a full and final accord and satisfaction and general release of all claims, whether known or unknown. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred on Employee by Section 1542 of the California Civil Code and further, he/she expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee acknowledges that Employee may hereafter discover claims, circumstances, events or facts in addition to or different from those which Employee now knows or believes to exist with respect to the subject matter of this Release or the Agreement which, if known or suspected at the time of executing this Release, may have materially affected this Release. Employee hereby waives any rights, claims or causes of action that might arise as a result of such different or additional claims, circumstances or facts. View More
General Release. Employee voluntarily and on behalf of Employee, Employee's heirs, successors and assigns, hereby forever releases, discharges and holds harmless, Employer and its present and former parents, subsidiaries, affiliates and divisions, and each of their present and former officers, directors, employees, agents, investors, shareholders, owners, members, principals, administrators, affiliates, divisions, employee benefit plans and fiduciaries, attorneys, insurers, and each of their predecessors, succes...sors and assigns (the "Released Parties") from any and all claims, rights, causes of action and demands of whatever nature, whether known or unknown, that Employee had, has or may have against Employer and/or the Released Parties arising from any act, event or omission that has occurred up through the date on which Employee executes this Release, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 and 1983 of the Civil Rights Act of 1866; Executive Order 11,246; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and California "mini-COBRA"; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act ("WARN") and Cal WARN; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; Age Discrimination in Employment Act of 1967, as amended; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act; the California Family Rights Act; the California Fair Employment and Housing Act; the California Labor Code including Section 132a; the California Constitution; any California Wage Order; the California Private Attorney General Act of 2004; the California Confidentiality of Medical Information Act; the California Business & Professions and Government Codes; claims under any other federal, state or local law, regulation or common law, including but not limited to claims relating to wrongful or constructive termination, harassment, failure to prevent harassment, discrimination, retaliation, and denial of accommodation; claims for personal and physical injury, medical loss, negligence, invasion of privacy, defamation, and intentional or negligent infliction of emotional distress; claims for breach of contract (whether oral, written, implied or express), interference with contract, promissory estoppel, and breach of the implied covenant of good faith and fair dealing; claims for violation of public policy, tort and fraud; claims arising under the Agreement, any employment contract, offer letter, retention agreement, severance agreement, or severance policy; claims for wages, bonuses, commissions, overtime, meal periods, equity, severance pay and damages; claims for penalties, costs, interest, and attorneys' fees; and claims arising out of any wrongdoing whatsoever under any theory now or ever recognized. The foregoing releases do not include any claims or rights that cannot be released or waived as a matter of law or claims to enforce the payment obligations under the Agreement. -18- 2. Release of Unknown Claims. Employee understands and agrees that by executing this Agreement and receiving the consideration for the releases given herein, this Release shall be effective as a full and final accord and satisfaction and general release of all claims, whether known or unknown. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred on Employee by Section 1542 of the California Civil Code and further, he/she expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Employee acknowledges that Employee may hereafter discover claims, circumstances, events or facts in addition to or different from those which Employee now knows or believes to exist with respect to the subject matter of this Release or the Agreement which, if known or suspected at the time of executing this Release, may have materially affected this Release. Employee hereby waives any rights, claims or causes of action that might arise as a result of such different or additional claims, circumstances or facts. View More
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General Release. In consideration of Bank's willingness to enter into this Amendment, Borrower hereby releases and forever discharges Bank and Bank's respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the "Bank Group"), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, ...without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Borrower may have or claim to have against any of the Bank Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date hereof. Borrower further acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides: 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. Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the full extent that it may lawfully waive such rights and benefits, and Borrower acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 3 7. References to the Loan Agreement. The Loan Agreement, each of the other Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended by this Amendment. View More
General Release. In consideration of Bank's willingness to enter into this Amendment, Borrower hereby releases and forever discharges Bank and Bank's respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the "Bank Group"), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, ...without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Borrower may have or claim to have against any of the Bank Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby occurring on or prior to the date hereof. Borrower further acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides: 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. 4 Borrower waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the full extent that it may lawfully waive such rights and benefits, and Borrower acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 3 7. References to the Loan Agreement. The Loan Agreement, each of the other Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended by this Amendment. View More
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General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT'S, COLLATERAL AGENT'S AND REQUIRED LENDERS' 7 EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AGREEMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH RELEASEE FROM ANY AND ALL CLAIMS (OTHER THAN ANY CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR OTHERWISE A...RE IN CONNECTION WITH THE SPECIFIED DEFAULTS) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FORBEARANCE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY SUCH LOANS OR OTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS AGREEMENT, EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, ANY LOAN DOCUMENT, AND PAYMENT IN FULL OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS. View More
General Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT'S, COLLATERAL AGENT'S AND REQUIRED LENDERS' 7 EXECUTION AND DELIVERY OF (OR CONSENT TO DELIVERY AND EXECUTION OF) THIS AGREEMENT, EACH OF THE RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH RELEASEE FROM ANY AND ALL CLAIMS (OTHER THAN ANY CLAIMS (IF ANY) THAT RELATE TO, ARISE OUT OF OR OTHERWISE A...RE IN CONNECTION WITH THE SPECIFIED DEFAULTS) THAT SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FORBEARANCE EFFECTIVE DATE, THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE LENDER PARTIES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE RECEIPT BY ANY LOAN PARTY OF ANY LOANS OR OTHER FINANCIAL ACCOMMODATIONS MADE BY ANY LENDER PARTY AFTER THE DATE HEREOF SHALL CONSTITUTE A RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE DATE OF RECEIPT OF ANY SUCH LOANS OR OTHER FINANCIAL ACCOMMODATIONS. IN ENTERING INTO THIS AGREEMENT, EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, ANY LOAN DOCUMENT, AND PAYMENT IN FULL OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS. a. In consideration of, among other things, the Agent and the Lenders' execution and delivery of this Agreement, each the Loan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, "Releasors"), hereby forever agree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the "Claims"), against any or all of the Lenders in any capacity and their respective affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, existing on or before the Waiver Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any other Loan Party of any loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations. b. Each of the Loan Parties, 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 that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower or any other Loan Party. 4 5. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents other than the Specified Defaults or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as consented to hereby, the Loan Agreement and the other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as modified hereby. This Agreement shall constitute a Loan Document. View More
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General Release. 2.1. Employee unconditionally, irrevocably and absolutely releases and discharges ASUS, as well as ASUS's employees, officers, directors, agents, successors and assigns (collectively the "Released Parties") from all claims related in any way to the transactions or occurrences between Employee and Released Parties to date, to the fullest extent permitted by law, including but not limited to Employee's employment with ASUS, the termination of Employee's employment relationship with ASUS, and all o...ther losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee's employment relationship with ASUS. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, public policy, constitutional or other statutory claims, including but not limited to, alleged violations of the Virginia Human Rights Act (VHRA), Va. Code Ann. §§ 2.2­3900­2.2­3902; the Virginians with Disabilities Act, Va. Code Ann. § 51.5­41(A); the Virginia genetic testing laws, Va. Code Ann. § 40.1­28.7:1(A); the Virginia Equal Pay law, Va. Code Ann. § 40.1­28.6; the Virginia Occupational Safety and Health Act (VAOSHA), Va. Code Ann. § 40.1­51.2:1; the Virginia Fraud Against Taxpayers Act, Va. Code Ann. § 8.01­216.8; the Virginia Minimum Wage Act, Va. Code Ann. § 40.1­28.10; the Virginia Payment of Wage Law, Va. Code Ann. § 40.1­29; the Virginia Right­to­Work Law, Va. Code Ann. § 40.1­58, the U.S. Fair Labor Standards Act, Title VII of the U.S. Civil Rights Act of 1964, the U.S. Family and Medical Leave Act, the U.S. Americans with Disabilities Act, the U.S. Employee Retirement Income Security Act, and all claims for attorneys' fees, costs and expenses. It is understood and agreed that this release does not adversely affect any vested retirement or savings plan benefits to which Employee is entitled as of the Separation Date. 2.2. Employee acknowledges that Employee may discover facts or law different from, or in addition to, the facts or law presently known or believed to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained within it shall be and remain effective in all respects against Employee, Employee's estate, successors and assigns, notwithstanding such different or additional facts or the discovery of them. 2 2.3. Employee declares and represents that Employee intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected or unsuspected and, regardless of the adequacy or inadequacy of the consideration, Employee intends the release herein to be full, final, and complete. Employee executes this release with the full knowledge that this release covers all possible claims to the fullest extent permitted by law. View More
General Release. 2.1. Employee unconditionally, irrevocably and absolutely releases and discharges ASUS, as well as ASUS's employees, officers, directors, agents, successors and assigns (collectively the "Released Parties") from all claims related in arising out of or relating to any way to acts or omissions that occurred through the transactions or occurrences between date Employee and Released Parties to date, signs this Agreement, to the fullest extent permitted by law, including but not limited to Employee's... employment with ASUS, the termination of Employee's employment relationship with ASUS, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee's employment relationship with ASUS. This release is intended to have the broadest possible application permitted by law and includes, but is not limited to, any tort, contract, common law, public policy, constitutional or other statutory claims, including but not limited to, alleged violations of the Virginia Human Rights Act (VHRA), Va. Code Ann. §§ 2.2­3900­2.2­3902; 2.239002.23902; the Virginians with Disabilities Act, Va. Code Ann. § 51.5­41(A); 51.541(A); the Virginia genetic testing laws, Va. Code Ann. § 40.1­28.7:1(A); 40.128.7:1(A); the Virginia Equal Pay law, Va. Code Ann. § 40.1­28.6; 40.128.6; the Virginia Occupational Safety and Health Act (VAOSHA), Va. Code Ann. § 40.1­51.2:1; 40.151.2:1; the Virginia Fraud Against Taxpayers Act, Va. Code Ann. § 8.01­216.8; 8.01216.8; the Virginia Minimum Wage Act, Va. Code Ann. § 40.1­28.10; 40.128.10; the Virginia Payment of Wage Law, Va. Code Ann. § 40.1­29; 40.129; the Virginia Right­to­Work RighttoWork Law, Va. Code Ann. § 40.1­58, 40.158, the U.S. Fair Labor Standards Act, Title VII of the U.S. Civil Rights Act of 1964, the U.S. Family and Medical Leave Act, the U.S. Americans with Disabilities Act, the U.S. Employee Retirement Income Security Act, and any other federal, state, or local law, and all claims for attorneys' fees, costs and expenses. It is understood and agreed that this release does not adversely affect any vested retirement or savings plan benefits to which Employee is entitled as of the Separation Date. 2.2. Employee acknowledges that Employee may discover facts or law different from, or in addition to, the facts or law presently known or believed to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained within it shall be and remain effective in all 2 respects against Employee, Employee's estate, successors and assigns, notwithstanding such different or additional facts or the discovery of them. 2 2.3. Employee declares and represents that Employee intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected or unsuspected and, regardless of the adequacy or inadequacy of the consideration, Employee intends the release herein to be full, final, and complete. Employee executes signs this release with the full knowledge that this release covers all possible claims to the fullest extent permitted by law. View More
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General Release. Except as provided in paragraphs 6 and 19 below and except for the provisions of the Plan which expressly survive my retirement with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages..., other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company, including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys' fees incurred in these matters (all of the foregoing collectively referred to herein as the "Claims"). View More
General Release. (a) Executive Release. Except as provided in paragraphs 6 7 and 19 below and except for the provisions of the Plan which expressly survive my retirement with the Company, 12 below, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) irrevocably and unconditionally release and forever discharge the Company and the other Released Parties Parties, collectively, separately, and severally, from any and all claims, suits, controversies, actions, causes of action, ...cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through (from the beginning of time through the date that this General Release becomes effective and enforceable) is signed by me) and whether known or unknown, fixed or contingent, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, with or service to, or my separation or termination from, the Company, including, Veritiv Group (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; 1963; the Americans with Disabilities Act of 1990, as amended; 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; all as amended, or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, federal or federal foreign law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; Veritiv Group; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys' fees incurred in these matters matters) (all of the foregoing collectively referred to herein as the "Claims"). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release. 2 (b) Company Release. The Company knowingly and voluntarily irrevocably and unconditionally releases and forever discharges me and my heirs, executors, and administrators, collectively, separately, and severally, from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, claims of misconduct (including, without limitation, under any LTIP award agreement or equity incentive plan) as of the date of this General Release, or liabilities of any nature whatsoever in law and in equity that are arising out of or related to my employment by or service to the Company, both past and present, which are known to the General Counsel, Chief Financial Officer, Chief Human Resources Officer, or the Presiding Director as of the date the Company executes this General Release. The Company understands and intends that this General Release constitutes a general release of claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release. View More
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General Release. Executive agrees that, in consideration of the benefits to be conferred upon Executive pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, he will, and hereby does, forever and irrevocably release and discharge Company, its officers, directors, executives, independent contractors, agents, affiliates, parents, subsidiaries, divisions, predecessors, executive benefit plans, purchasers, assigns, representatives, suc...cessors and successors in interest from any and all claims, actions, agreements causes of action, damages of any kind, demands, debts, defenses, grievances, obligations, contracts, complaints, promises, judgments, expenses, costs, attorneys' fees, compensation, and liabilities, known or unknown, whatsoever which he now has, has had, or may have, whether the same be at law, in equity, or mixed, in any way arising from or relating to any act, occurrence, or transaction on or before the date of this Agreement, including without limitation his employment and separation of employment from Company. Executive expressly acknowledges that this general release includes, but is not limited to, claims under any state, local or federal wage and hour law or wage payment or collection law, and claims of discrimination, retaliation or harassment based on age, race, color, sex, religion, handicap, disability, national origin, ancestry, citizenship, marital status, sexual orientation, genetic information or any other protected basis, or any other claim of employment discrimination, retaliation or harassment under the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq. ), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq. ), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq. ), the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act) (29 U.S.C. §§ 626 et seq. ), Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq. ), the Executive Retirement Income Security Act (29 U.S.C. §§ 1001 et seq. ), the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. §§ 1161 et seq. ), the Genetic Information Nondiscrimination Act of 2008 (42 U.S.C. §§ 2000ff et seq. ), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq. ), the Colorado Anti-Discrimination Act (C.R.S. § 24-34-402 et seq. ), or any other federal, state, or local law, regulation or ordinance prohibiting employment discrimination or governing employment. The Parties agree that this general release does not release (i) any claims arising out of any alleged breach of this Agreement, (ii) any rights or claims the Executive may have for indemnification under the Certificate of Incorporation of the Company, the bylaws of the Company or Delaware law, or (iii) any claims arising out of any alleged breach of the Stock Option Agreement with respect to the Vested Options held by the Executive as described in Section 3(b), which such agreements the Executive and Company agree remain in full force and effect. View More
General Release. Executive (a) General Release. Employee agrees that, in consideration of the benefits to be conferred upon Executive pursuant to this Agreement, and for other good and valuable consideration, Salary Continuation as well as the receipt and sufficiency of which is hereby acknowledged, Separation Benefits described in paragraph 4, above, he will, and hereby does, forever and irrevocably release and discharge Company, RE/MAX, its officers, directors, executives, employees, independent contractors, a...gents, affiliates, parents, subsidiaries, divisions, predecessors, executive employee benefit plans, purchasers, assigns, representatives, successors and successors in interest (herein collectively referred to as "Releasees") from any and all claims, actions, agreements causes of action, damages of any kind, demands, debts, defenses, grievances, obligations, contracts, complaints, promises, judgments, expenses, costs, attorneys' fees, compensation, and liabilities, known or unknown, whatsoever which he now has, has had, or may have, whether the same be at law, in equity, or mixed, in any way arising from or relating to any act, occurrence, or transaction on or before the date of this Agreement, including without limitation his employment and separation of employment from Company. Executive RE/MAX. This is a General Release. Employee expressly acknowledges that this general release General Release includes, but is not limited to, Employee's intent to release RE/MAX from any claim relating to his employment at RE/MAX, including, but not limited to, tort and contract claims, claims for contribution or indemnity, wrongful discharge claims, pension claims, workers compensation claims, defamation claims, emotional distress claims, employee benefit claims, severance benefits 3 (except to the extent explicitly provided in this Agreement), arbitration claims, statutory claims, injunction claims, claims for damages, claims under any state, local or federal wage and hour law or wage payment or collection law, and claims of discrimination, retaliation or harassment based on age, race, color, sex, religion, handicap, disability, national origin, ancestry, citizenship, marital status, sexual orientation, genetic information or any other protected basis, or any other claim of employment discrimination, retaliation or harassment under the Family and Medical Leave Act ("FMLA") (29 U.S.C. §§ 2601 et seq. ), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq. ), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq. ), the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act) (29 U.S.C. §§ 626 et seq. ), seq., "ADEA"), Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq. ), seq., "Title VII"), the Executive Employee Retirement Income Security Act (29 U.S.C. §§ 1001 et seq. ), the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. §§ 1161 et seq. ), the Genetic Information Nondiscrimination Act of 2008 (42 U.S.C. §§ 2000ff et seq. ), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq. ), the Colorado Anti-Discrimination Act (C.R.S. § 24-34-402 et seq. ), Act, or any other federal, state, or local law, regulation or ordinance prohibiting employment discrimination or governing employment. employment, or the failure of any compensation, benefit, severance, or retirement plan or arrangement of RE/MAX to which Employee is a participant, party, or beneficiary (including this Second Release) to fail to comply with or be operated in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, or any similar state or local tax law. The Parties agree that this general release General Release provision, and the covenant not to sue provision below, survives and remains in full force and effect in the event RE/MAX or any Releasee institutes an action or proceeding against Employee for breach of any provision of this Agreement. The Parties agree that this General Release does not release (i) any claims arising out of any an alleged breach of this Agreement, (ii) any rights or claims the Executive may have for indemnification under the Certificate of Incorporation of the Company, the bylaws of the Company or Delaware law, or (iii) any claims arising out of any alleged breach of the Stock Option Agreement with respect to the Vested Options held by the Executive as described in Section 3(b), which such agreements the Executive and Company agree remain in full force and effect. Agreement. View More
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General Release. (a) Executive irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective executive benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, executives, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the "Releasee...s") generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown ("Claims") that, as of the date when Executive signs this Separation Agreement, he has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This release includes, without implication of limitation, the complete waiver and release of all Claims of or arising in connection with or for: the Employment Agreement including Claims for breach of express or implied contract; wrongful termination of employment whether in contract or tort; intentional, reckless, or negligent infliction of emotional distress; breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; interference with contractual or advantageous relations, whether prospective or existing; deceit or misrepresentation; discrimination or retaliation under state, federal, or municipal law, including, without implication of limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. ; the New York Executive Law; the New York Constitution; the New York Labor Law; the New York Civil Rights Law; defamation or damage to reputation; reinstatement; punitive or emotional distress damages; wages, severance pay, vacation pay, back or front pay or other forms of compensation; and attorney's fees and costs. Executive understands that this general release of Claims extends to any and all Claims related to Executive's employment by the Company and the termination of his employment and all claims in his capacity as a Company stockholder. Executive understands that this general release does not release any rights arising under or preserved by this Separation Agreement, or to claims that may arise out of acts or events that occur after the date on which Executive signs this Separation Agreement. Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Separation Agreement. The Company represents that it is unaware of any claims, demands, debts, damages and liabilities of any kind that the Company may have against the Executive as of the date of this Separation Agreement and that Executive's willingness to enter into this Separation Agreement and provide the release set forth in this Section is in consideration, in part, on that representation. 4 (b) Executive also agrees to confirm on the Termination Date, in the form of the confirmation attached to this Separation Agreement, that the general release set forth in Section 3(a) remains in effect and that it also is applicable to any claims which may have arisen during the period from the execution of this Separation Agreement through the Termination Date. Executive further agrees not to make any disparaging statements concerning the Company or any of its affiliates or current or former officers, directors, shareholders, employees or agents. The executives and directors of the Company will be instructed not to make any disparaging statements concerning Executive. View More
General Release. (a) The Executive irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective executive employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, executives, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively refe...rred to as the "Releasees") generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown ("Claims") that, as of the date when Executive signs this Separation Agreement, he has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This release includes, without implication of limitation, the complete waiver and release of all Claims of or arising in connection with or for: the Employment Agreement and the Prior Employment Agreement or any other agreement between the Executive and any of the Releasees, including Claims for breach of express or implied contract; wrongful termination of employment whether in contract or tort; intentional, reckless, or negligent infliction of emotional distress; breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; interference with contractual or advantageous relations, whether prospective or existing; deceit or misrepresentation; discrimination or retaliation under state, federal, or municipal law, including, without implication of limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. ; seq., and Chapter 151B of the New York Executive Law; the New York Constitution; the New York Labor Law; the New York Civil Rights Law; Massachusetts General Laws; any Claim under any state or local statute, rule, ordinance, or regulation, all contract and quasi-contract Claims, Claims for promissory estoppel or detrimental reliance, Claims for wages, bonuses, incentive compensation, and severance allowances or entitlements, all Claims for fraud, slander, libel, defamation, disparagement, intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, or any other Claim for damages or injury of any kind whatsoever, and all Claims for monetary recovery, including, without limitation, attorneys' fees, experts' fees, medical fees or expenses, costs, and disbursements; as well as any Claims for alleged wrongful discharge, discrimination or harassment, negligent or intentional infliction of emotional distress, breach of an express or implied contract, promissory estoppel, whistleblower retaliation, other personal injury, fraud or misrepresentation, defamation, invasion of privacy, negligence, retaliation, violation of public policy, or any other unlawful behavior; defamation or damage to reputation; reinstatement; punitive or emotional distress damages; wages, severance pay, vacation pay, back or front pay or other forms of compensation; compensation, whether under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and attorney's fees and costs. The Executive understands that this general release of Claims extends to includes, without limitation, any and all Claims related to the Executive's employment by the Company (including without limitation, any Claims against the Company in respect of any stock-based awards of any kind) and the termination of his employment employment, and all claims Claims in his capacity as a Company stockholder. stockholder arising up to and through the date that the Executive enters into this Agreement. The Executive understands that this general release does not release extend to any rights arising under or preserved by this Separation Agreement, or to claims Claims that may arise out of acts or events that occur after the date on which the Executive signs this Separation Agreement. The Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Separation Agreement. The Company represents that This release does not affect the Executive's rights or obligations under this Agreement, nor shall it is unaware of affect the Executive's rights, if any, to unemployment compensation benefits or to workers' compensation benefits, nor shall it affect any claims, demands, debts, damages and liabilities of any kind that vested benefits under the Company may have against the Executive as of the date of this Separation Agreement and that Executive's willingness to enter into this Separation Agreement and provide the release set forth in this Section is in consideration, in part, on that representation. 4 (b) Executive also agrees to confirm on the Termination Date, in the form of the confirmation attached to this Separation Agreement, that the general release set forth in Section 3(a) remains in effect and that it also is applicable to any claims which may have arisen during the period from the execution of this Separation Agreement through the Termination Date. Executive further agrees not to make any disparaging statements concerning the Company or any of its affiliates or current or former officers, directors, shareholders, employees or agents. The executives and directors of the Company will be instructed not to make any disparaging statements concerning Executive. Company's 401(k) plan. View More
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