Initial Release. Release - In exchange for the eligibility to receive the enhanced severance benefit, the COBRA Benefits, the Option Extension, and the AYCO Benefits, upon satisfaction of the relevant terms of the letter agreement to which this Initial Release is attached, which benefits you acknowledge you would not otherwise be entitled to receive without entering into this release, on behalf of yourself and your heirs, executors, administrators, successors and assigns, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge Skyworks Solutions, Inc. (the “Company”) and its affiliates, subsidiaries, parent companies, predecessors and successors, and all of their respective past and present officers, directors, direct and indirect investors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and entity-related capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorneys’ fees and costs), of every kind and nature that you ever had or now have against any or all of the Released Parties, including any and all claims arising out of or relating to your employment with the Company, including all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., all as amended; the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, all as amended; all common law claims including actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breac...
Initial Release. As consideration for continued employment, and as a condition of Executive’s eligibility for the Incentive Benefits and Payments, Executive agrees to sign a general waiver and release and non-competition/non-solicitation agreement in favor of the Company, a form of which is attached hereto as ATTACHMENT 1, no later than , 200 .
Initial Release. If, within thirty (30) calendar days of the receipt by Parent of its audited financial statements for fiscal year ending December 31, 2004 (which audited financial statements Parent shall make all commercially reasonable efforts to have completed by March 31, 2005), at least seventy-five percent (75%) of each of the cash and shares of Parent Common Stock that were delivered to the Escrow Agent at Closing and allocated to the General Escrow remain in escrow and are not otherwise the subject of any good faith claim made by a Parent Indemnitee pursuant to Article 9, then fifty percent (50%) of each of the cash and shares of Parent Common Stock that were delivered to the Escrow Agent at Closing and allocated to the General Escrow and are not the subject of a good faith Parent Indemnitee claim pursuant to Article 9 shall be released to the Series F Holders pro rata to their interests therein. For the purpose of avoidance of doubt, it is acknowledged for purposes of this Section 2.05(b) that in respect of any third party claim a Parent Indemnitee shall have a good faith claim in respect of the full amount (including Parent's reasonable estimate of attorneys fees and costs) claimed by such third party (or, if no specific amount is claimed, Parent's good faith determination of such Parent Indemnitee's maximum exposure if all claims presented by such third party claimant were to be finally determined adversely to such Parent Indemnitee).
Initial Release. As consideration for the mutual promises of IGM and Consultant hereunder, IGM and Consultant hereby give the releases contained in Exhibit A-1, subject to the right to revoke the releases as outlined on Exhibit A-1. For avoidance of doubt, the Parties agree that the resignations set forth in Section 1 are effective on the Effective Date, regardless of whether Consultant exercises his right to revoke his release.
Initial Release. Notwithstanding the foregoing, within seven (7) days of the Effective Date, Sage and Faroudja will issue a joint press release, the terms and details of which both Parties shall agree upon.
Initial Release. On the Effective Date or, if mutually agreed, promptly after the Effective Date, the Parties shall issue a joint press release to announce the execution of this Agreement and the relationship of the Parties. Such press release will include a description of the aggregate financial terms of the Agreement.
Initial Release. (a) Employee on his own behalf and on behalf of anyone acting by, under or through Employee including his heirs, assigns, executors, agents and representatives hereby generally releases and discharges the Company and its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliates and assigns, together with each and every of their present, past and future officers, managers, directors, stockholders, members, general partners, limited partners, employees and agents and the successors, assigns, heirs and executors of same (herein collectively referred to as the “Releasees”) from any and all suits, causes of action, complaints, obligations, demands, common law or statutory claims of any kind, whether in law or in equity, direct or indirect, known or unknown (hereinafter “Claims”), which Employee ever had or now has against the Releasees, or any one of them occurring up to and including the Effective Date including, but not limited to, any Claims arising out of Employee’s employment by the Company and Employee’s change of responsibilities; provided that Employee does not release and hereby preserves any and all Claims under the Indemnification Agreement.
(b) Notwithstanding Section 4(a), Employee is not releasing Claims: (i) to enforce this Agreement; (ii) from his right to coverage under any directors and officers insurance policy applicable to Employee based on his service to the Company or its affiliates; (iii) from his right to indemnification for acts or omissions as an officer, director or employee to which Employee is otherwise entitled from the Company or its affiliates under any contract, applicable law or the governing documents of any such entity including the Indemnification Agreement between Employee and the Company dated June 8, 2018 (the “Indemnification Agreement”); (iv) from his rights and entitlements under the Company’s Amended and Restated 2003 Stock Incentive Plan and the Company’s 2018 Equity Incentive Plan and the agreements awarding stock options and restricted stock units under such plans under to Employee; or (v) from any vested rights or entitlements to which the Employee is entitled under a benefit plan or policy of the Company (e.g., 401(k) plan). Further, this Agreement does not prohibit Employee from filing a claim or participating in an investigation with the Equal Employment Opportunity Commission or similar state agency, but Employee waives any right to personal recovery in connection with such a claim.
Initial Release. On the Effective Date or, if mutually agreed, promptly after the Effective Date, each Party shall have the right to release a press release announcing this Agreement and the relationship of the Parties, provided each Party’s such press release will be in the form provided to the other Party prior to the Effective Date. Thereafter, Shire and Amicus may each disclose to Third Parties the information contained in each such press release without the need for further approval by the other.
Initial Release. Subject to Section 3 of this Escrow Agreement, on the date that is six (6) months following the Closing Date (the "Initial Release Date"), $400,000 shall be released from Escrow and delivered by the Escrow Agent to the Shareholders pursuant to Section 5.
Initial Release. Within four (4) Business Days after the one (1) year anniversary of the Closing Date (the “Initial Release Date”), the Escrow Agent shall:
(i) distribute to the Seller Representative an amount of Escrow Funds equal to one-half of the portion of Escrow Funds not subject to any (A) Unresolved Claims existing as of the Initial Release Date or (B) Final Claims which have not yet been disbursed to the Indemnified Party.
