Example ContractsClausesGeneral Release and Waiver
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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 and/or its predecessors, successors, past or present subsidiaries, affiliated companies, investors, branches or related entities (collectively, including the , 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 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 ; 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 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 ; and # any claim which cannot be released as a matter of law in a private agreement.

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”).

General Release. In exchange for these special severance benefits offered by Ashland, I completely release any and all claims I may have at this time, whether known or unknown, against Ashland, its parents, divisions, subsidiaries, insurers and affiliates, their predecessors, successors and assigns, and their officers, directors or employees (collectively referred to hereafter as “Releasees”). This Release is intended to be a broad release and shall apply to any relief from Releasees, no matter how denominated, including, but not limited to, claims for future employment, rights or causes of action for wages, backpay, front pay, compensatory damages, punitive damages, or attorney’s fees. I also agree that I will not file any such claim and I hereby agree to indemnify and hold Releasees harmless from any such claim.

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. Notwithstanding anything herein contained to the contrary, # Executive shall not be entitled to receive any payments, Benefits or other compensation under this paragraph 4 (beyond the Accrued Obligations) unless and until Executive has executed and delivered to the Company a general release substantially in the form attached hereto as [Exhibit A] (a “General Release”) (with such changes thereto as may be required due to # changes in the law or if Executive’s termination of employment is part of a reduction in force requiring a longer (45-day) opportunity to consider the Release or # to comply with Older Workers Benefit Protection Act (“OWBPA”) or state law requirements) within sixty (60) days of the Termination Date, and the time for revocation of such release has elapsed and # to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.

General Release. From and after Closing Date, # the Seller, on behalf of itself and the Seller Affiliates (each a “Seller Releasing Person”), hereby forever releases and discharges the Purchaser, its Affiliates or any of their respective Representatives, predecessors, successors, related entities, assigns or the like or any persons acting by, through, under or in concert with, any of them (collectively, the “Released Purchaser Persons”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Purchaser Person, that any Seller Releasing Person has or ever

General Release. For and in consideration of your undertakings in this Agreement and for other good and valuable consideration, the receipt of which you hereby acknowledge, you, on behalf of yourself and your heirs, legatees and personal representatives, release and waive all claims, suits or actions of any kind against LSI, its parents, predecessors, successors, assigns, subsidiaries and affiliates, any of each of their employee benefit plans, and any of each of their current and former directors, officers, employees, and agents in their individual and official capacities ("Released Parties"), which you have, had or may have through the date you execute this Agreement, whether known or unknown, including but not limited to all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Family and Medical Leave Act, the Ohio Fair Employment Practices Law and under any other federal, state and local statute, ordinance, regulation, and order, under the common law and under any Released Party policy, practice or procedure; provided, however, that you do not waive # rights under this Agreement; # vested benefits under any retirement plan in which you are a participant in accordance with the terms of the plan; and # claims that cannot be released as a matter of law.

General Release. As consideration for the severance payments and benefits I will receive as described in paragraph 2 of the attached letter agreement dated (“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 Company’s 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. 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.

General Waiver and Release by Executive. As a material inducement to the Company to enter into this Agreement, and in consideration of the Company’s promise to make the payments set forth in this Agreement, Executive hereby knowingly and voluntarily releases Patterson, its affiliated and related entities, and any of their respective direct or indirect subsidiaries, and its and their respective officers, employees, agents, insurers, representatives, counsel, shareholders, directors, successors and assigns (“Releasees”) from all liability for damages or claims of any kind arising out of any actions, decisions, or events occurring through the date of Executive’s execution of this Agreement.

Executive understands that he is giving up any and all claims, complaints, causes of action or demands of any kind that he has or may have for claims arising under or based on Title VII of the Civil Rights Act, the Equal Pay Act, Executive Order 11246, the Americans with Disabilities Act, The Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act (“ERISA”) with respect to unvested benefits, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, the Minnesota Human Rights Act, any other state or local antidiscrimination, civil rights and human rights statutes, or any other federal state or local law which claims can be properly released through this Agreement. Executive further understands that this release

General Release Requirement. Notwithstanding anything herein to the contrary, it will be a condition to Executive's right to receive the amounts provided for in [Section 6.1], [Section 6.2] and [Section 7.1], that Executive timely execute and deliver to the Company, a general release provided by and acceptable to the Company within twenty-one (21) days of its delivery to Executive (or such longer period as may be required under the Age Discrimination in Employment Act of 1967, as amended), without subsequent revocation of the general release. Upon satisfaction of the general release condition, the payment of the severance benefits will commence as provided in [Section 6.1], [Section 6.2] and [Section 7.1] or as applicable as provided in this Agreement.

Mutual General Release. In exchange for the mutual consideration and the Company's payments and other undertakings as described herein, the Company and the Executive, for their selves and their heirs, legal representatives, successors and assigns, do hereby completely release and forever discharge each other and their heirs, the Company’s parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns (herein collectively “the Releases”) from all claims, rights, demands, actions, obligations and causes of action of any and every kind, nature and character, known or unknown, that either party may now have or has ever had against them, arising from or in any way connected with the employment relationship between the parties, any actions taken by any of the Releases during the employment relationship, the termination of that relationship, and any other dealings of any kind between Executive and any of the Releases up to the effective date of the Agreement, including but not limited to # any and all claims of “wrongful discharge,” breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud and defamation; # any tort of any nature; # any and all claims arising under any federal, state, county or municipal statute, constitution or ordinance, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for benefits under a plan or program subject thereto), and any other laws and regulations relating to employment discrimination; and # any and all claims for compensation, bonuses, severance pay, vacation pay, expense reimbursement, attorneys' fees and costs. Nothing herein shall limit Executive’s rights to indemnification under the Company’s bylaws or other organizational documents or to post-termination coverage under and pursuant to the terms of the Company’s D&O insurance policies.

Re: Agreement, Waiver and General Release

For good and valuable consideration, including the consideration set forth in [Section 1(b)] hereof, Executive knowingly and voluntarily (for and on behalf of Executive, Executive’s family, and Executive’s heirs, executors, administrators and assigns) hereby releases and forever discharges the Company and its affiliates, predecessors, successors and subsidiaries, and the foregoing entities’ respective equity-holders, officers, directors, managers, members, partners, employees, agents, representatives, and other affiliated persons, and the Company’s and its affiliates’ benefit plans (and the fiduciaries and trustees of such plans) (collectively, the “Company Parties”), from liability for, and Executive hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s employment with any Company Party and any other acts or omissions related to any matter occurring on or prior to the date that Executive executes this Agreement, including # any alleged violation through such time of: # any federal, state or local anti-discrimination or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, [Sections 1981 through 1988] of

General Release of Claim. Employee, Employee's heirs, executors, administrators, fiduciaries, successors and/or assigns, knowingly and voluntarily release and forever give up, to the full extent permitted by law, Employer, Employer's past, present and future direct or indirect parent organizations, subsidiaries, divisions, affiliated entities, and their partners, officers, directors, trustees, administrators, fiduciaries, employment benefit plans and/or pension plans or funds, executors, attorneys, employees, insurers, reinsurers and/or agents and their successors and assigns individually and in their official capacities (collectively referred to herein as "Released Parties" or "Released Party"), jointly and severally, of and from all claims, known or unknown, that Employee has or may have against Released Parties as of the date of execution of this Agreement including, but not limited to, any alleged violation of:

Exclusions from General Release. Excluded from the General Release above are any claims or rights which cannot be waived by law, including my rights to accrued vacation, if any. Nothing in this Waiver and Release Agreement shall be construed to prohibit me from filing a charge with an administrative agency, including the Equal Employment Opportunity Commission or participating in an agency investigation. I am, however, waiving all rights to recover money or other individual relief in connection with any administrative charge, whether filed by me or another individual or entity.

General Restriction of Release. Except as set forth in [Section 2.5.2], no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of any Mortgage, any Pledge Agreement, or of any other collateral security for the Loan.

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