Waiver and Release Contract Clauses (211)

Waiver and Release. Subject to the last sentence of the first paragraph of this Section 1, the Executive, on his own behalf and on behalf of Executive's heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges the Corporation and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Corporation and its affiliates, parents, successo...rs, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the "Employer"), from any and all causes of action, claims and damages, including attorneys' fees, whether known or unknown, foreseen or unforeseen, presently asserted or otherwise arising through the date of Executive's signing of this Release, concerning Executive's employment or separation from employment. Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances or regulations (including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge, the obligations of the Corporation or any affiliate (a) to make the payments and provide the other benefits contemplated by the Severance Plan, or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive's equity ownership, or (c) under any indemnification or similar agreement with Executive. The Executive understands that by signing this Release, Executive is not waiving any claims or administrative charges which cannot be waived by law. Executive is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on Executive's behalf arising out of or related to Executive's employment with and/or separation from employment with the Corporation or any affiliate. The Executive further agrees without any reservation whatsoever, never to sue the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully and validly released in this Release. View More

Waiver and Release. (a) Effective as of and conditioned upon the Company's payment of the amounts payable pursuant to Section 1 and Section 2 of this Agreement, each of the Parties hereto hereby waives, and agrees and covenants not to assert, any rights or claims each may have under the terms of the Consulting Agreement. (b) In consideration of the covenants of the Company set forth herein, the Advisor knowingly and voluntarily (for itself, its members and affiliates) releases and forever discharges Parent, the Com...pany and their subsidiaries, officers, directors and affiliates (the "Company 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 and whether known or unknown, suspected, or claimed against any of the Company Parties that Advisor may have, which arise out of or are related to the Consulting Agreement; provided, however, that nothing contained herein will operate to release any rights or obligations of the Company Parties arising under Section 9 (Indemnification) under the Consulting Agreement, this Agreement, the LLC Agreement or the Unit Grant Agreement, as applicable. Advisor hereby irrevocably covenants to refrain from, 2 directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Company Party based upon any matter purported to be released hereby. (c) In consideration of the covenants of Advisor set forth herein, the Company knowingly and voluntarily (for itself, and any Company Party) releases and forever discharges Advisor, its members, officers, directors and affiliates (the "Advisor 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 and whether known or unknown, suspected, or claimed against the Advisor Parties that the Company Parties may have, which arise out of or are related to the Consulting Agreement; provided, however, that nothing contained herein will operate to release any rights or obligations of the Advisor Parties arising under this Agreement, the LLC Agreement or the Unit Grant Agreement, as applicable. The Company hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Advisor Parties based upon any matter purported to be released hereby. (d) The Parties acknowledge and agree that the waivers and releases set forth herein are essential and material terms of this Agreement and that without such waiver the Parties would not have agreed to the terms of the Agreement. View More

Waiver and Release. Except for claims based on an alleged breach of this Agreement, Employee, on behalf of himself and Employee's marital community, heirs, executors, administrators and assigns, expressly waives against Employer, its present and former businesses, subsidiaries and affiliates and its collective current and former officers, directors, employees, managers, agents, trustees, representatives, general and limited partners, members and attorneys (all of which are collectively referred to as "Released Part...ies") any and all claims, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions relating to Employee's employment or the end of Employee's employment with Employer, occurring or that could be alleged to have occurred on or prior to the execution of this Agreement; and further release, discharge and acquit Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or disputes. This waiver and release includes, but is not limited to, any and all claims for wages, employment benefits, and damages of any kind whatsoever arising out of any contracts, expressed or implied; any covenant of good faith and fair dealing; estoppel or misrepresentation; discrimination or retaliation on any unlawful basis; harassment; unjust enrichment; wrongful termination or constructive discharge; any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act, as amended; the Civil Rights Act of 1866; the Older Workers Benefit Protection Act; the Age Discrimination in Employment Act ("ADEA"); any state or federal wage payment statute; or any other legal limitation on the employment relationship. Employee acknowledges that Released Parties are in no way liable for any released claims described in this Section. Employee agrees to defend and indemnify Released Parties (including payment of fees as incurred) against any such claims whether made by him or on behalf of him to the full extent permitted by law. Excluded from this Release are claims that Employee may have with regard to vested benefits under ERISA or any other claim that may not be released in accordance with law and any rights or claims that may arise after the date this Agreement is executed. Employee understands that Employee is not barred from bringing an action challenging the validity of this Agreement under the ADEA. Employee further understands that this Release does not preclude filing a charge of age discrimination with the U.S. Equal Employment Opportunity Commission. View More