General Release. Notwithstanding any provision herein to the contrary, neither the Company nor the Partnership shall have any obligation to pay any amount or provide any benefit, as the case may be, other than the Accrued Benefits under this Agreement, unless the Employee executes, delivers to the Partnership, and does not revoke (to the extent the Employee is allowed to do so as set forth in the General Release or pursuant to law), a General Release within sixty (60) days of the Employee’s Termination Date.
General Release. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date you sign this Agreement (collectively, the “Released Claims”).
In consideration for receiving the severance payments and benefits described above, and for other good and valuable consideration, the sufficiency of which Employee hereby acknowledges, Employee hereby waives and releases to the maximum extent permitted by applicable law any and all claims or causes of action, whether known or unknown, against the [[Organization A:Organization]] and/or its predecessors, successors, past or present subsidiaries, affiliated companies, investors, branches or related entities (collectively, including the [[Organization A:Organization]], the “Entities”) and/or the Entities’ respective past, present, or future insurers, officers, directors, agents, attorneys, employees, stockholders, assigns and employee benefit plans (collectively with the Entities, the “Released Parties”), with respect to any matter, including, without limitation, any matter related to Employee’s employment with the [[Organization A:Organization]] or the termination of that employment relationship, occurring as of or prior to the latest date opposite Employee’s signature(s) below. This waiver and release includes, without limitation, claims to wages, including overtime or minimum wages, bonuses, incentive compensation, equity compensation, vacation pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims under the Employee Retirement Income Security Act (ERISA); claims for attorneys’ fees or costs; claims for penalties; any and all claims for stock, stock options or other equity securities of the [[Organization A:Organization]]; claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, and breach of the covenant of good faith and fair dealing; any claims of discrimination, harassment, or retaliation based on sex, age, race, national origin, disability or on any other protected basis, under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, or any other federal, state, or local law prohibiting discrimination, harassment and/or retaliation; and claims under the California laws, and all other laws and regulations relating to employment. Notwithstanding any of the foregoing, the above stated release and waiver of claims shall not apply to any of the following: # any claims Employee may have under this Agreement, # any rights Employee may have to accrued but unpaid salary or vested benefits, # any COBRA benefits required by law; # any rights to indemnification, exculpation and/or advancement of expenses in Employee’s capacity as a director or officer of the [[Organization A:Organization]] or any of its affiliates, whether under the organizational documents of any such companies or otherwise, and any rights as an additional insured under any D&O insurance or similar policy maintained by the [[Organization A:Organization]]; and # any claim which cannot be released as a matter of law in a private agreement.
General Release. As consideration for the severance payments and benefits I will receive as described in paragraph 2 of the attached letter agreement dated January 20, 2016 (Letter Agreement), I, on behalf of myself and my heirs, executors, administrators, representatives, attorneys and assigns, hereby waive, release and forever discharge PCS Administration (USA), Inc. and Potash Corporation of Saskatchewan Inc. (collectively, the Company) together with the Companys parent, sister companies, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including their respective directors, officers, employees, shareholders, attorneys, partners and agents, past, present and future), and each of its and their respective successors and assigns (hereinafter collectively, the Releasees), from any and all known or unknown actions, causes of action, damages, claims or liabilities of any kind that have or could be asserted against any of the Releasees arising out of or related to my employment with and/or separation from employment with the Company or any of the other Releasees up to and including the date of this Waiver and Release Agreement, including, but not limited to:
General Release. In consideration of the Severance Benefits and the Companys promises hereunder, the Executive, on behalf of himself and on behalf of his dependents, heirs, representatives, successors and assigns (collectively, the Executive Releasors) does hereby voluntarily, knowingly, irrevocably and unconditionally release, waive, and forever discharge the Company and each of its current and former subsidiaries, affiliates, and each of their respective directors, predecessors, successors, assigns, employees, agents, and representatives (collectively, the Company Releasees) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under contract or under federal, state or local law and including any claim for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, or any other unlawful criterion or circumstance, which the Executive Releasors had, now have, or may in the future have, against each or any of the Company Releasees arising up to and including the date this Agreement is executed (including any claims in connection with the termination of the Executives employment with the Company and its affiliates and any claim for any compensation that has accrued or is or may be accruable based on any action or service taken or provided on or prior to the date this Agreement is executed). The Executive acknowledges that the release set forth in the preceding sentence includes claims # for wrongful dismissal or termination of services, # arising under federal, state or local laws, statutes, orders or regulations that relate to the employment relationship and/or prohibiting employment discrimination, including claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act, Employee Retirement Income Security Act, the Family and Medical Leave Act of 1993, the New York State Human Rights Law and the Administrative Code of the City of New York, and in each case any amendments thereto, # under any other federal, state or local statute law, rule, or regulation, # based on contract, tort or common law, or for damages, including punitive or compensatory damages, or for attorneys fees, expenses, costs, compensation of any kind, injunctive or equitable relief, and # under the Companys compensatory plans and agreements, including the Severance Plan, the Companys Change in Control Severance Plan, the Companys 2013 Stock Incentive Plan and the Companys 2009 Stock Incentive Plan (the Stock Incentive Plans), the Executive Severance Agreement between the Company and the Executive, dated December 8, 2008 (the 2008 Agreement), and the 2007 Agreement, in each case as amended. Notwithstanding anything to the contrary herein, nothing in this Section 3(a) releases any claims # arising under this Agreement and/or # with respect to the Retirement Plans, the Vested Options and the Indemnification Rights.
General Release. By signing this Agreement Employee immediately gives up and releases Albany from, and with respect to, any and all rights and claims that Employee may have against Albany (except as expressly state in [subsection 10(c)] below), whether or not Employee presently is aware of such rights or claims or suspects them to exist. In addition, and without limiting the foregoing:
General Release. Employee acknowledges that Employee would not be entitled to receive the Separation Pay provided for herein absent Employee’s execution of and compliance with this Agreement. In consideration of the Separation Pay and other benefits, Employee, individually and on behalf of Employee’s spouse, domestic partner, heirs and assigns (as applicable), to the fullest extent permitted under applicable law, unconditionally releases and discharges ESI, its subsidiaries, any related corporations and/or entities and each entity’s respective directors, officers, shareholders, employees, agents, successors and assigns, in their individual and representative capacities (collectively “Releasees”), from any and all known or unknown liability, damages claims, causes of action or suits of any type related directly or indirectly to Employee's employment with ESI, and the termination of Employee's employment with ESI, including claims under any common law theories, including but not limited to, breach of contract or tort or tort-like theories and under any local, state or federal, constitutional, civil rights, labor, and employment laws, including but not limited to, Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Acts (42 USC §§ 1981‑1988), the Civil Rights Act of 1991, the Equal Pay Act, Older Workers’ Benefit Protection Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Sarbanes-Oxley Act, and the Family and Medical Leave Act, all as amended, including any regulations or guidelines thereunder.
General Release. Expressly conditioned upon timely completion of the requirements set forth herein, each Party, and each of their respective members, does hereby release and forever discharge the other Party, and each of its respective members, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, commissions, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, which each now has or may hereafter have by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise and the agreements shall be null and void and of no effect. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any claims, known or unknown, which arise from or relate to the rights or obligations of the Parties hereto, whether presently existing or subsequently accruing, with respect to the obligations created by or arising out of the provisions of this Agreement or the Voting Agreement or the transactions contemplated hereby.
Exceptions. Notwithstanding the foregoing, a Party may use and disclose Confidential Information (including any Denali Confidential Information or Confidential Information) as follows:
Exceptions. The foregoing restrictions will not apply to information that # is known to the receiving party at the time of communication to the receiving party, # has become publicly known through no wrongful act of the receiving party, # has been rightfully received from a third party authorized to make such communication without restriction, # has been independently developed by the receiving party, # has been approved for release by written authorization of the communicating party, or # is required by law to be disclosed; provided that if a party is required to disclose the other partys Confidential Information pursuant to an order under law, the disclosing party shall give the party owning the Confidential Information sufficient notice of such disclosure to allow the owning party reasonable opportunity to object to and take necessary legal action to prevent such disclosure.
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