First Release. In exchange for the Company 's promises as set forth in the Agreement, and the salary and benefits provided to me through such date as set forth in the attached Agreement, dated February 8, 2019, the terms of which are incorporated by reference in this release ("First Release"), I, Xxxxx X. Xxxx (and anyone acting on my behalf) hereby release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. and its subsidiaries, divisions, business units, related entities, corporations, partnerships and joint ventures (collectively referred to herein as the "Company"). I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company's present and former employees, officers, directors, stockholders, representatives, agents and insurers). I agree that I executed this First Release on my own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that I have now or may have in the future. These rights and claims include, but are not limited to, those that I may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990 as amended, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices Act as well as any other federal, state or local laws or regulations; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (exp...
First Release. Upon SCT approval of the application filed by Grupo on May 8, 2000 for the transfer of 49% of the Stock of Grupo from COMSAT Mexico to ATSI pursuant to the COMSAT Agreement the "COMSAT SCT Approval"), ATSI may elect to cause the Partners to take title to the 3%Stock by giving written notice to Xxxxxx. If ATSI elects to cause the Partners to take title to the 3%Stock under this paragraph, Xxxxxx and ATSI will each provide the other with an officer's certificate in the form attached as Exhibit 2(b) to this Agreement updating ------------ their respective representations and warranties described in Sections 3 and 4 below, or stating any exceptions, within two Business Days of ATSI's notice of its election to cause the Partners to take title to the 3%Stock. Provided there has been no material change in the matters covered by the parties' respective representations and warranties, on the first Business Day following receipt of the officer's certificates (the "First Release Date") ATSI will pay to the Xxxxxx Designee $100,000 U.S. Dollars in immediately available funds by wire transfer to the account specified by Xxxxxx or the Xxxxxx Designee (which will reduce the Note balance by $100,000), and each of Xxxxxx and ATSI will execute and transmit to the Escrow Agent the First Release of Escrow in the form attached as Exhibit A to the Escrow Agreement (providing for release to the Xxxxxx Designee of the First ATSI Shares and release to the Partners of the certificate for the 3% Stock (the "First Release"). Upon receipt of the certificate for the 3% Stock, the Partners will complete the endorsement to themselves.
First Release. If a Cash Collateralization occurs, Agent and the Lenders hereby agree that so long as no Event of Default has occurred hereunder, if Borrower timely makes all scheduled payments of principal and interest owing in connection with the Term Loan Advance in accordance with the terms hereof, including the eighth (8th) scheduled payment of principal and interest on the Term Loan Advance due on April 1, 2023 (the “8th Amortization Payment”), so long as, after subtracting the 8th Amortization Payment, the sum of (y) the aggregate amount of outstanding principal plus accrued and unpaid interest remaining outstanding in connection with the Term Loan Advance, plus (z) the Final Payment, is equal to or less than Nine Million Seven Hundred Seventy Thousand Eight Hundred Thirty Three Dollars and Thirty Three Cents ($9,770,833.33), Agent shall, within ten (10) Business Days of the date of receipt of the 8th Amortization Payment, transfer from the Pledged Account to the Designated Deposit Account an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “First Release”). For the avoidance of doubt, the balance in the Pledged Account immediately after the First Release must equal Ten Million Dollars ($10,000,000) or more.
First Release. (i) On the date that is twelve (12) months following the date of this Agreement (the “First Release Date”), the Escrow Agent shall distribute out of the Escrow Account to the Securities Holders an amount (the “First Release Amount”) equal to (i) $7,125,000, minus (ii) the aggregate amount, if any, that has theretofore been paid to Parent in respect of the Adjustment Payment Claim and any Indemnification Claims, minus (iii) the aggregate Indemnification Claim Amount for Indemnification Claims, if any, that have not been resolved by Parent and the Representative as of the First Release Date (each such unresolved Indemnification Claim, an “Unresolved Indemnification Claim”).
(ii) The Representative shall prepare the Payment Schedule in accordance with the following procedure:
(A) The First Release Amount shall be divided into the portion payable to the Equityholders (such portion, the “Equityholders Portion”) and the portion payable to the Carveout Plan Participants (such portion, the “Carveout Plan Portion”) pursuant to the formula and procedures set forth on Schedule C, as calculated on the Payment Schedule.
(B) The Equityholders Portion shall be allocated among the Equityholders pursuant to the formula and procedures set forth on Schedule C, and the Carveout Plan Portion shall be allocated among the Carveout Plan Participants pursuant to the formula and procedures set forth on Schedule C.
(iii) The Escrow Agent shall distribute the Equityholders Portion of the First Release Amount to each of the Equityholders in accordance with the allocations set forth on the Payment Schedule and pursuant to the Payment Instructions set forth on Schedule A. The Escrow Agent shall distribute the Carveout Plan Portion of the First Release Amount, as set forth on the Payment Schedule, to Parent for the benefit of the Carveout Plan Participants (net of income and employment tax withholding). Parent shall cause such amounts to be paid to the Carveout Plan Participants in accordance with the Payment Schedule and the Payment Instructions set forth on Schedule A. The remainder of the Escrow Amount (as adjusted from time to time, the “Retained Amount”) shall continue to be held by the Escrow Agent subject to the terms and conditions of this Agreement.
First Release. At the same time you sign this Agreement, you shall also sign the First Release.
First Release. At the same time Employee signs this Agreement, Employee also will sign a release in the form attached to this Agreement as Exhibit A (the “First Release”). This Agreement will not be interpreted or construed to limit the First Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the First Release. The periods described in the First Release during which Employee may consider whether to sign or may rescind the First Release and the procedures stated in the First Release for accepting or rescinding the First Release also apply to this Agreement. The First Release and this Agreement must be accepted or rescinded together.
First Release. This General Release of All Claims and Covenant Not to Sue (the “First Release”) is entered into between Xxxxxxxx Xxxxxx (“Xxxxxx”) and OncoGenex Pharmaceuticals, Inc. (the “Company”) (collectively, “the parties”).
First Release. Within five (5) business days after the first anniversary of the Closing Date (the “First Release Date”), the Escrow Agent (i) shall release to Sellers three hundred thousand (300,000) shares of Escrow Shares from the Escrow Fund, less the amount equal to (A) the portion of the Escrow Shares delivered to Buyer in accordance with Section 7 hereof in satisfaction of indemnification claims by one or more Buyer Indemnified Parties, (B) Sellers’ liability subject to delivery to one or more Buyer Indemnified Parties in accordance with Section 7 hereof with respect to any pending but unresolved Claims of the Buyer Indemnified Parties, and (C) the number of Escrow Shares, if any, released in the Special Release (the “First Release”); and (ii) shall on the First Release Date provide Buyer with written notice setting forth the amount of such release. Any portion of the Escrow Shares in the Escrow Fund held as a result of clause (B) shall be released to Sellers or released to Buyer (as appropriate) promptly upon resolution of each specific Claim involved in accordance with Section 7 hereof. Buyer shall give the Escrow Agent at least seven (7) business days advance notice of the occurrence of the First Release Date.
First Release. Upon receipt of written instructions signed by each Party, in substantially the form set forth on Exhibit D-1 (“First Release Instructions”), the Escrow Agent shall:
(A) Mail, via overnight delivery service, the certificate or certificates identified in the First Release Instructions to the Transfer Agent together with the instruction letter from AMID LP included in the First Release Instructions; and
(B) Receive back from the Transfer Agent one or more certificates representing the number of Common Units set forth in the First Release Instructions, which Common Units shall be the Escrow Units following the First Release.
First Release plan in which I have earned a vested benefit (including, but not limited to, the Savings Plan), except as to any claim of mine or a similarly situated retirement plan participant which has been denied or rejected before I signed this First Release; (3) elect health care coverage under the federal continuation of health coverage law known as "COBRA," or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law or am not currently enrolled in this coverage; (4) exercise exercisable stock options in accordance with the applicable stock option agreements; and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company's officers' and directors' liability insurance policies.
