Release and Covenant Not to Sue Contract Clauses (47)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Release and Covenant Not to Sue clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Release and Covenant Not to Sue. 2.1. Executive and the Company each hereby fully and forever releases and discharges the other, and all of their respective predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and each such respective person or entity is each referred to as a "Released Person") from any and all claims, demands, liens, agreements,... contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, including those arising out of Executive's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. 2.2. Executive and the Company expressly represent that they have not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that neither has assigned any claim against a Released Person. Executive and the Company each 14 further promise not to initiate a lawsuit or to bring any other claim against the other or any Released Person arising out of or in any way related to Executive's employment by the Company or the termination of that employment. This Release will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. This Release shall not affect Executive's rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to have a judicial determination of the validity of this release and waiver. View More
Found in NATURES SUNSHINE PRODUCTS INC contract
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Release and Covenant Not to Sue. 2.1. 3.1. In exchange for the good and valuable consideration contained in this Release, the Executive and the Company each hereby fully and forever releases and discharges the other, Company, the Parent and all their Affiliates, and each of their respective predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as (each such (the Company and Executi...ve and each such respective person or entity is each referred to as a "Released Person") from any and all claims, demands, liens, agreements, contracts, covenants, suits, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, or whether asserted or unasserted, which Executive now has, or hereafter can, shall or may have, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind or nature whatsoever arising or occurring through the date of this Release, including those Release (each, a "Claim", and collectively, "Claims"), including, but not limited to, any Claim arising out of the Executive's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action Claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621 621, et seq. (the "ADEA"), the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions Claim based upon alleged wrongful or retaliatory discharge or breach of contract contract, any Claim for attorneys' fees, and any other Claim under any state other federal, state, local or federal law. 2.2. Executive and foreign statute, ordinance, regulation, or under any contract, tort or common law theory. The foregoing will not be deemed to release the Company from Claims solely to enforce this Release. Notwithstanding the foregoing, Executive is not releasing any Claims hereunder with respect to (a) Executive's right to be indemnified pursuant to the Company's applicable governing documents, or Executive's right to coverage under any applicable directors' and officers' liability insurance policies, (b) the Accrued Benefits, (c) any rights that Executive has to vested equity awards as of his Termination Date, (d) his rights as a stockholder of the Parent, or (e) any rights which arise after the date on which Executive countersigns this Release with respect to matters that occurred after such date or which cannot be released by private agreement. 2 4. Covenant Not to Sue. The Executive expressly represent represents that they have he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that neither he has not assigned any claim Claim against a Released Person. The Executive and the Company each 14 further promise promises not to initiate a lawsuit or to bring any other claim Claim against the other or any a Released Person arising out of or in any way related to the Executive's employment by the Company or the termination of that employment. This Notwithstanding anything herein to the contrary, this Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (the "EEOC") (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission EEOC (or similar state agency); provided, however, that any claims claim by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. This Release shall not affect Executive's rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to have a judicial determination of the validity of this release and waiver. View More
Found in Bojangles', Inc. contract
Release and Covenant Not to Sue. 2.1. Executive and the Company each 2.1.1. Employee hereby fully and forever releases and discharges the other, Company, its parent corporation, Peoples Financial Services Corp., and its direct and indirect subsidiaries and all of their respective predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, and the officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and ea...ch such respective person of Company, its subsidiaries, shareholders or entity affiliates (each of the foregoing persons or entities is each referred to herein as a "Released Person") from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, which Employee now has, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind or nature whatsoever ("Claim") arising or occurring through the date of this Release, including those arising out of Executive's employment by the Company or the termination thereof, including, but not limited to, any claims for relief Claim arising out of Employee's employment by Company or causes of action the termination thereof, any Claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621 621, et seq., or the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions Claim based upon alleged wrongful or retaliatory discharge or breach of contract contract, any Claim 1 for additional wages or other compensation, any Claim for attorneys' fees, and any other Claim under any other federal, state or federal law. 2.2. Executive and the Company expressly represent local statute, ordinance, regulation, or under any contract, tort or common law theory. 2.1.2. Employee represents that they have Employee has not filed a lawsuit lawsuit, or initiated arbitration, mediation or any other administrative proceeding against a Released Person and that neither Employee has not assigned any claim Claim against a Released Person. Executive and the Company each 14 Employee further promise promises not to initiate a lawsuit lawsuit, arbitration or mediation, or to bring any other claim Claim against the other or any Released Person arising out of or in any way related to Executive's Employee's employment by the Company or the termination of that employment. This Release will not prevent Executive Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims claim by Executive Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. This Release shall 2.1.3. The foregoing will not affect Executive's rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act be deemed to have a judicial determination of the validity of release Company from claims solely to enforce this release and waiver. Release. View More
Found in PEOPLES FINANCIAL SERVICES CORP. contract
Release and Covenant Not to Sue. 2.1. Executive and the Company each hereby fully and forever releases and discharges the other, and all of their respective predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and each such respective person or entity is each referred to as a "Released Person") from any and all claims, demands, liens, agreements,... contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, including those arising out of Executive's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the California Family Rights Act (Cal. Govt. Code § 12945.2 et seq. ), the California Fair Employment and Housing Act (Cal. Govt. Code § 12900 et seq. ), Cal. Labor Code § 132a, California Unruh Civil Rights Act, or any other federal, state or local statute, ordinance or tort, or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. law, common law claims of any kind, or claims for misclassification or related statutory labor code violations, including failure to pay wages. 2.2. Executive and the Company expressly represent that they have not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that neither has assigned any claim against a Released Person. Executive and the Company each 14 further promise not to initiate a lawsuit or to bring any other claim against the other or any Released Person arising out of or in any way related to Executive's employment by the Company or the termination of that employment. This Release will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. This Release shall not affect Executive's rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to have a judicial determination of the validity of this release and waiver. 2.3. Executive expressly waives any and all rights and benefits conferred upon him by Section 1542 of the California Civil Code, which states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Accordingly, Executive knowingly, voluntarily and expressly waives any rights and benefits arising under Section 1542 of the California Civil Code and any other statute or principle of similar effect. View More
Found in NATURES SUNSHINE PRODUCTS INC contract
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Release and Covenant Not to Sue. a. Release: In exchange for the consideration provided to you in this Agreement, you hereby release and forever discharge ServiceMaster, its past and present parent entities, subsidiaries, divisions, limited partnerships, affiliated corporations, 2 successors and assigns, as well as their respective past and present directors, managers, officers, partners, agents, employees, insurers, attorneys, servants, and each of them, separately and collectively ("Releasees"), from any and all claims, charg...es, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe ("Claims"), that you ever had and now have against any of the Releasees, including, but not limited to, Claims arising out of or in any way related to your employment with or separation from the Company. This includes, but is not limited to, Claims based on statutes, torts, contracts and common law, Claims for discrimination, wrongful discharge, harassment, retaliation, and unpaid wages, Claims arising under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act ("FLSA"), Family Medical Leave Act ("FMLA"), the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, and any other federal, state or local law or regulation governing the employment relationship. You understand that this Agreement includes a release of all known and unknown claims through the Effective Date. b. Limitation of Release: Nothing in this Agreement will prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission ("EEOC") or an equivalent state civil rights agency, but you agree and understand that you are expressly waiving your right to monetary compensation or damages thereby if any such agency elects to pursue a claim on your behalf. Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws. c. Covenant Not To Sue. To the extent that any Claims covered by the scope of the release herein are not subject to waiver by this Agreement under applicable law (including, without limitation, any Claims arising under or related to FMLA, FLSA, and any other local, state or federal statute governing employment and/or the payment of wages and benefits), you hereby covenant and agree not to sue or otherwise seek any remedy or other form of relief against any of the Releasees relating to such Claims. View More
Found in SERVICEMASTER GLOBAL HOLDINGS INC contract
Release and Covenant Not to Sue. a. Release: In exchange for the consideration provided to you in this Agreement, you hereby release and forever discharge ServiceMaster, Advent, its past and present parent entities, subsidiaries, divisions, limited partnerships, affiliated corporations, 2 successors and assigns, as well as their respective past and present directors, managers, officers, partners, agents, employees, insurers, attorneys, servants, and each of them, separately and collectively ("Releasees"), from any and all known... and unknown claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe ("Claims"), that you ever had and now have against any of the Releasees, including, but not limited to, Claims arising out of or in any way related to your employment with or separation from the Company. This includes, but is not limited to, Claims based on statutes, torts, contracts and common law, Claims for discrimination, wrongful discharge, harassment, retaliation, and unpaid wages, Claims arising under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act ("FLSA"), Family Medical Leave Act ("FMLA"), the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, and any other applicable federal, state or local law or regulation governing the employment relationship. You understand that this Agreement includes a release of all known and unknown claims through the Effective Date. b. Limitation of Release: Nothing in this Agreement will prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission ("EEOC") or an equivalent state civil rights agency, but agency. However, by executing this Release, you agree and understand that you are expressly waiving your hereby waive the right to monetary compensation recover in any proceeding you may bring before the EEOC or damages thereby if in any such agency elects to pursue a claim proceeding brought by the EEOC on your behalf. Further, nothing in this Agreement Release shall be construed not apply to waive (i) any right claims that is are not subject waivable by applicable law, such as claims for workers' compensation or unemployment benefits or any claims that may arise after the Effective Date, (ii) any claims you may have under this Agreement, (iii) any claims based upon your actions as an Advent director and/or officer for indemnity and/or defense reimbursement available pursuant to waiver Company by-laws, statute, Directors and Officers insurance or similar coverage; and (iv) any claims to any vested benefits you may have under qualified retirement plans maintained by private agreement under federal, state or local employment or other laws. the Company. c. Covenant Not To Sue. To the extent that any Claims covered by the scope of the release herein are not subject to waiver by this Agreement under applicable law (including, without limitation, any Claims arising under or related to FMLA, FLSA, and any other local, state or federal statute governing employment and/or the payment of wages and benefits), you hereby covenant and agree not to sue or otherwise seek any remedy or other form of relief against any of the Releasees relating to such Claims. d. Representations: You represent that you (i) have been provided all benefits due under the Family and Medical Leave Act and any applicable state or local law; (ii) have (upon receipt of your Final Compensation) received all wages due, including any overtime pay, bonus pay and commissions; (iii) that you have received all meals and rest breaks to which you were entitled under the Fair Labor Standards Act and any applicable state and local law; and (iv) that you have not had any work-related accidents or injuries that you have not previously reported in writing to the Company. 2 5. Restrictive Covenants. You hereby acknowledge and agree that you are, and will continue to be, bound by, and agree to comply with, the restrictive covenants set forth in Section 3 (Confidential Information and Restricted Activities) of the Employment Agreement for the periods specified therein, and subject further (and without limitation) to the rights and remedies of the Company under Section 3(e) of the Employment Agreement. View More
Found in AMCI Acquisition Corp. contract
Release and Covenant Not to Sue. a. Release: Release. In exchange for the consideration provided to you in this Agreement, you hereby release and forever discharge ServiceMaster, its past and present parent entities, subsidiaries, divisions, limited partnerships, affiliated corporations, 2 successors and assigns, as well as their respective past and present directors, managers, officers, partners, agents, employees, insurers, attorneys, servants, and each of them, separately and collectively ("Releasees"), from any and all clai...ms, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe ("Claims"), that you ever had and now have against any of the Releasees, including, but not 4 limited to, Claims arising out of or in any way related to your employment with or separation from the Company. This includes, but is not limited to, Claims based on statutes, torts, contracts and common law, Claims for discrimination, wrongful discharge, harassment, retaliation, and unpaid wages, Claims arising under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act ("FLSA"), Family Medical Leave Act ("FMLA"), the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, and any other federal, state or local law or regulation governing the employment relationship. You understand that this Agreement includes a release of all known and unknown claims through the Effective your Resignation Date. b. Limitation of Release: Release. Nothing in this Agreement will prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission ("EEOC") or an equivalent state civil rights agency, but you agree and understand that you are expressly waiving your right to monetary compensation or damages thereby if any such agency elects to pursue a claim on your behalf. Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws. laws, such as claims for workers' compensation or unemployment benefits or any claims that may arise after your Resignation Date. c. Covenant Not To Sue. To the extent that any Claims covered by the scope of the release herein are is not subject to waiver by this Agreement under applicable law (including, without limitation, any Claims arising under or related to FMLA, FLSA, and any other local, state or federal statute governing employment and/or the payment of wages and benefits), you hereby covenant and agree not to sue or otherwise seek any remedy or other form of relief against any of the Releasees relating to such Claims. d. Representations. You represent that you have been provided all benefits due under the Family and Medical Leave Act and that you have received all wages due, including overtime pay, premium pay, vacation pay, bonus pay, commissions, or other compensation, and that you have received all appropriate meals and rest breaks to which you were entitled, in compliance with the Fair Labor Standards Act and applicable state and local law, that you have no known workplace injuries or occupational diseases, and that you have not made any report of or opposed any fraud or other wrong doing at the Company and that you have not been retaliated against for reporting or opposing any alleged fraud or other wrongdoing at the Company. View More
Found in SERVICEMASTER GLOBAL HOLDINGS INC contract
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Release and Covenant Not to Sue. Each of Borrower, Existing Guarantor and New Guarantor on behalf of itself and its affiliates, heirs, successors and assigns (collectively, "Releasing Parties"), hereby releases and forever discharges Lender, any trustee of the Loans, any servicer of the Loans, each of their respective predecessors-in-interest and successors and assigns, together with the officers, directors, partners, employees, investors, certificate holders and agents of each of the foregoing (collectively, the "Lender Partie...s"), from all debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, claims, damages, judgments, executions, actions, inactions, liabilities, demands or causes of action of any nature, at law or in equity, known or unknown, which such Releasing Party has or had prior to and including the date hereof relating in any manner whatsoever to matters arising out of: (a) the Loans, including, without limitation, its funding, administration and servicing; (b) the Loan Documents; (c) any reserve and/or escrow balances held by Lender or any servicers of the Loans; or (e) the Requested Actions. 7 10. Indemnity. Borrower and each Guarantor,jointly and severally, agree to reimburse, defend, indemnify and hold Lender Parties harmless from and against any and all liabilities, claims, damages, penalties, reasonable expenditures, losses or charges (including, but not limited to, all reasonable legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any fraudulent conduct of Borrower, Existing Guarantor or New Guarantor in connection with this Agreement or of any breach of any of the representations or warranties made in Section 2 in any material respect. View More
Found in DIGIRAD CORP contract
Release and Covenant Not to Sue. Each of Borrower, Existing Borrower and Guarantor and New Guarantor the Credit Parties on behalf of itself and its affiliates, heirs, successors and assigns (collectively, "Releasing Parties"), hereby releases and forever discharges Lender, any trustee of the Loans, any servicer of the Loans, each of their respective predecessors-in-interest and successors and assigns, together with the officers, directors, partners, employees, investors, certificate holders and agents of each of the foregoing (...collectively, the "Lender Parties"), from all debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, claims, damages, judgments, executions, actions, inactions, liabilities, demands or causes of action of any nature, at law or in equity, known or unknown, which such Releasing Party has or had prior to and including the date hereof relating in any manner whatsoever to matters arising out of: (a) the Loans, including, without limitation, its funding, administration and servicing; (b) the Loan Documents; or (c) any reserve and/or escrow balances held by Lender or any servicers of the Loans; or (e) the Requested Actions. 7 10. Loans. 4 5. Indemnity. Borrower Borrower, Guarantor and each Guarantor,jointly of the Credit Parties, jointly and severally, agree to reimburse, defend, indemnify and hold Lender Parties harmless from and against any and all liabilities, claims, damages, penalties, reasonable expenditures, losses or charges (including, but not limited to, all reasonable legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any fraudulent conduct of Borrower, Existing Guarantor or New Guarantor any Credit Party in connection with this Agreement or of any breach of any of the representations or warranties made in Section 2 in any material respect. View More
Found in DIGIRAD CORP contract
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