Common use of Mutual Release of Claims Clause in Contracts

Mutual Release of Claims. a. NextWave releases, acquits, and forever discharges: i. upon delivery of the Cash Payment and the Advance Tax Payment, the FCC and the United States, together with each and every past and present agent, servant, employee, representative, or attorney thereof, and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent (collectively, hereinafter, the “Claims”), which NextWave may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses (including any claims for a refund or a return of its down payments), to Covered Spectrum or to Auction 35. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c), and subject to the condition that the Relinquishment Date shall previously have occurred, the FCC and the United States release, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxes. The United States’ release includes, but is not limited to, the release of the proof of claim the United States filed in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection (b), nothing in this Agreement shall affect the liability of any of the non- governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31), the FCC and the United States release, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection (c), nothing in this Agreement shall affect the liability of any of the non- governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to this Section 22 does not include proof of claim No. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to hold, each such Participating Auction 35 Winning Bidder releases, acquits, and forever discharges the FCC and the United States, together with each and every past and present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United States, including, but not limited to, the assessment and collection of sums due pursuant to the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder and the FCC’s exercise of authority over the public spectrum (and without limitation over licenses issued by the Commission) under the Communications Act and the Rules of the Commission to the extent consistent with the Legislation and this Agreement. Nothing contained in this Section 22 shall act to waive, limit or impair the rights or obligations of the Parties under this Agreement. 23.

Mutual Release of Claims. a. NextWave releasesIn consideration of the covenants and agreements set forth herein, acquitsexcept for (i) the obligations created by this Agreement, (ii) the indemnification obligations of XMicro and its shareholders pursuant to the Purchase Agreement and (iii) future claims Xx. Xxxxxxxxxx and XMicro might possess as continuing shareholders in iGo (collectively, the "UNRELEASED CLAIMS"), Xx. Xxxxxxxxxx and XMicro, on the one hand, and the Company and iGo, on the other hand (collectively, the "RELEASED PARTIES"), each fully and forever discharges: i. upon delivery of release, discharge and acquit the Cash Payment other and the Advance Tax Paymentother's officers, the FCC directors, employees, predecessors and the United Statessuccessors in interest, together with each subsidiary and every past parent entities, assigns and present agentattorneys, servantagents, employeeconsultants, representative, or attorney thereofgeneral partners, and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each limited partners from and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from against any and all claims, causes of actiondemands, suitsobligations, duties, liabilities, damages, expenses, indebtedness, debts, liensbreaches of contract or warranty, obligationsduty or relationship, liabilitiesacts, demandsomissions, losses, costs and expenses (including attorneys’ fees) or liability of any type, kind, characternature, description or nature character whatsoever, whether now known or unknown, fixed whether heretofore existing or contingent (collectivelyhereafter arising, hereinafter, the “Claims”)whether liquidated or unliquidated, which NextWave the Released Parties may now have, heretofore have had or hereafter may have against the other arising out of or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses (including Employment Agreement, the Purchase Agreement, the Non-Competition Agreement or any claims for a refund agreement or a return of its down payments), to Covered Spectrum or to Auction 35. b. Effective upon the receipt transaction contemplated by the United States Purchase Agreement, the Employment Agreement or the Non-Competition Agreement. Notwithstanding the foregoing, the Non-Competition Agreement shall remain in full force and effect until August 31, 2002 and the provisions of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c), and subject this section 2 shall apply to the condition that Non-Competition Agreement only after August 31, 2002. Except for the Relinquishment Date shall previously have occurredUnreleased Claims, the FCC and Released Parties also agree not to initiate a lawsuit or bring a claim against any of the United States releaseReleased Parties, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from in any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate tocourt, or be connected with any act of commission or omissionotherwise, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxes. The United States’ release includes, but is not limited toEmployment Agreement, the release of Purchase Agreement, any agreement or transaction contemplated by the proof of claim the United States filed in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection (b), nothing in this Purchase Agreement shall affect the liability of any of the non- governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31), the FCC and the United States release, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection (c), nothing in this Agreement shall affect the liability of any of the non- governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to this Section 22 does not include proof of claim No. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to hold, each such Participating Auction 35 Winning Bidder releases, acquits, and forever discharges the FCC and the United States, together with each and every past and present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United StatesEmployment Agreement, including, but not limited to, any claim under any common law, whether in law or equity, or federal, state or local statute, ordinance or rule of law. The Released Parties agree that the assessment release set forth in this section shall be and collection of sums due pursuant remain in effect in all respects as a complete general release as to the Internal Revenue Code matters released. NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT EXTEND TO THE UNRELEASED CLAIMS. The Released Parties represent that they are not aware of 1986, as amended, and any claim by either of them other than the Treasury regulations thereunder and the FCC’s exercise of authority over the public spectrum (and without limitation over licenses issued claims that are released by the Commission) under the Communications Act and the Rules of the Commission to the extent consistent with the Legislation and or set forth in this Agreement. Nothing contained in this The Released Parties acknowledge that they are familiar with the provisions of California Civil Code Section 22 shall act 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Released Parties, each being aware of such code section, agree to waivewaive any rights they may have thereunder, limit as well as under any other statute or impair the rights common law principles of similar effect, whether of Nevada, California or obligations of the Parties under this Agreement. 23otherwise.

Mutual Release of Claims. a. NextWave Gxxxxx hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges: i. upon delivery of discharges the Cash Payment and the Advance Tax Payment, the FCC and the United StatesCompany, together with each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, former of and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney from all manner of each of the foregoing, from any and all claimsactions, causes of action, suits, debts, liensdues, obligationsaccounts, liabilitiesbonds, demandscovenants, lossescontracts, costs agreements, judgments, claims, liabilities and expenses (including attorneys’ fees) of any kinddemands whatsoever, character, in law or nature whatsoeverin equity, known or unknown, fixed in tort, contract, by statute, negligence (whether by contribution or contingent indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (collectivelyincluding attorneys' fees), hereinafterreimbursements or costs of any kind which Gxxxxx ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, his membership on any Boards of Directors of the Company or the termination of that employment and membership; provided, however, that nothing contained herein shall release the Company from its obligations under this Agreement, the “Claims”)Parent's registration rights obligations arising out of the Shareholders' Agreement dated as of November 19, which NextWave may have or claim 1996, as amended, the Parent's obligations under the Option Agreement and the Company's obligations to have now or which may hereafter arise out of, relate to, or be connected with any act indemnify Gxxxxx from acts and omissions as a director and officer of commission or omission, or other circumstances, existing or occurring prior the Company to the Effective Date relating to the Designated Licenses (including any claims for a refund or a return of its down payments), to Covered Spectrum or to Auction 35fullest extent permissible by law. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c)Gxxxxx agrees that he has executed this Release on his own behalf, and subject to the condition that the Relinquishment Date shall previously have occurredalso on behalf of his dependents, the FCC heirs, agents, executors, legal representatives, successors and the United States release, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxesassigns. The United States’ release This Release includes, but is not limited to, the a release of any rights or claims he may have for, or pursuant to, the proof of claim Pennsylvania Wage Payment and Collection Law or any other state or local wage payment statute, the United States filed Age Discrimination in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection Employment Act (bADEA), nothing in this Agreement shall affect the liability of any Title VII of the non- governmental Parties to Civil Rights Act of 1964, as amended, the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold Americans with Disabilities Act (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31ADA), the FCC Employer Retirement and the United States release, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection Income Security Act (cERISA), nothing in this Agreement shall affect the liability any other federal, state or local laws or regulations prohibiting employment discrimination, breach of any of the non- governmental Parties to the United States express or the FCC arising out of fraudimplied contract, antitrust, tax, wrongful termination or criminal any other tort claims, including claims for attorneys' fees, whether based on common law or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconductotherwise. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; providedGxxxxx understands, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to by signing this Section 22 Release, he does not include proof waive rights to: (a) any claims arising under any applicable worker's compensation laws; (b) any claims which the law states may not be waived; or (c) his vested rights, if any, under the regular employment benefit plans of claim Nothe Company, in effect as of the date of this Agreement. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence The Parent, on its own behalf and on behalf of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to holdeach Company, each such Participating Auction 35 Winning Bidder hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges Gxxxxx and his dependents, heirs, agents, executors, legal representatives, successors and assigns, of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims, liabilities and demands whatsoever, in law or equity, known or unknown, in tort, contract, by statute, negligence (whether by contribution or indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind which the FCC Company ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, his membership on any Boards of Directors of the Company or the termination of that employment and membership; provided however, that nothing contained herein shall release Gxxxxx from: (i) his obligations under this Agreement; (ii) his obligations under Sections 6 (confidentiality), 7 (ownership of proprietary information, as amended in paragraph 10 of this Agreement) and 20 (specific performance) of the United StatesEmployment Agreement; and (iii) so long as Gxxxxx remains a member of the Board of Directors of Parent, together with his obligations under Section 8 (non-competition) of the Employment Agreement (as amended and restated in paragraph 11 of this Agreement.) The Parent agrees that it has executed this Release on its own behalf and on behalf of each Company, and also on behalf of each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United States, including, but not limited to, the assessment and collection of sums due pursuant to the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder and the FCC’s exercise of authority over the public spectrum (and without limitation over licenses issued by the Commission) under the Communications Act and the Rules of the Commission to the extent consistent with the Legislation and this Agreement. Nothing contained in this Section 22 shall act to waive, limit or impair the rights or obligations of the Parties under this Agreement. 23former.

Mutual Release of Claims. a. NextWave Subject to and conditioned upon the satisfaction by the Company of its financial obligations to Xxxxxxxxx set forth herein, including the payment of the Severance Payment, Xxxxxxxxx hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges: i. upon delivery of discharges the Cash Payment and the Advance Tax Payment, the FCC and the United StatesCompany, together with each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, former of and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney from all manner of each of the foregoing, from any and all claimsactions, causes of action, suits, debts, liensdues, obligationsaccounts, liabilitiesbonds, demandscovenants, lossescontracts, costs agreements, judgments, claims, liabilities and expenses (including attorneys’ fees) of any kinddemands whatsoever, character, in law or nature whatsoeverin equity, known or unknown, fixed in tort, contract, by statute, negligence (whether by contribution or contingent indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (collectively, hereinafter, the “Claims”including attorneys' fees), reimbursements or costs of any kind which NextWave Xxxxxxxxx ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever that may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring occurred prior to the Effective Termination Date relating arising out of or in any way related to the Designated Licenses (including Company or his employment with the Company, his membership on any claims for Boards of Directors of the Company, the termination of that employment or membership or his ownership of securities of the Parent; provided, however, that nothing contained herein shall release the Company from its obligations under this Agreement and the Company's obligations to indemnify Xxxxxxxxx from acts and omissions as a refund or a return director and officer of its down payments), the Company to Covered Spectrum or to Auction 35the fullest extent permissible by law. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c)Xxxxxxxxx agrees that he has executed this Release on his own behalf, and subject to the condition that the Relinquishment Date shall previously have occurredalso on behalf of his dependents, the FCC heirs, agents, executors, legal representatives, successors and the United States release, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxesassigns. The United States’ release This Release includes, but is not limited to, the a release of any rights or claims he may have for, or pursuant to: (a) any state or local wage payment statute; (b) the proof of claim the United States filed Age Discrimination in the Bankruptcy ProceedingsEmployment Act, 29 U.S.C. §621 et seq., which it will withdraw prohibits age discrimination in employment; (c) Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. §2000(e) et seq., which prohibits discrimination in employment based on race, color, national origin, religion or sex; (d) the Americans with prejudice. Notwithstanding anything Disabilities Act, 42 U.S.C. §12101, et seq., which prohibits discrimination on the basis of a covered disability; (e) the Employee Retirement and Income Security Act, which prohibits discrimination on the basis of entitlement to certain benefits; (f) the contrary in this subsection Family and Medical Leave Act, 29 U.S.C. §2601, et seq., which prohibits discrimination on the basis of entitlement to certain benefits; (b)g) any other federal, nothing in this Agreement shall affect state or local laws or regulations prohibiting employment discrimination; (h) Section 1542 of the liability California Civil Code concerning unknown claims; (i) the California Fair Employment and Housing Act; (j) breach of any of the non- governmental Parties to the United States express or the FCC implied contract claims, including but not limited to, claims for wages or benefits arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31), the FCC and the United States release, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which employment agreements with the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection (c), nothing in this Agreement shall affect the liability of any of the non- governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to this Section 22 does not include proof of claim No. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to hold, each such Participating Auction 35 Winning Bidder releases, acquits, and forever discharges the FCC and the United States, together with each and every past and present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United StatesCompany, including, but not limited to, the assessment Employment Agreement dated as of July 1, 2001 and collection the Employment Agreement dated as of sums due pursuant May 16, 2000; (k) wrongful termination or any other tort claims, including claims for misrepresentation, defamation, invasion of privacy, intentional infliction of emotional distress whether based on common law, or otherwise; (l) any and all claims for federal or state securities law violations; (m) any and all claims for compensatory or punitive damages; and (n) any and all claims for attorneys' fees and costs. Xxxxxxxxx expressly understands and agrees that the foregoing release is in full accord, satisfaction and discharge of doubtful and disputed claims by him against the Company, and that the foregoing release has been executed with the express intention of effectuating the legal consequences provided in Section 1541 of the California Civil Code, to wit, the extinguishment of all obligations as herein described. Parent, on its own behalf and on behalf of each Company, hereby completely remises, releases, relinquishes, waives and forever discharges Xxxxxxxxx and his dependents, heirs, agents, executors, legal representatives, successors and assigns, of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims, liabilities and demands whatsoever, in law or equity, known or unknown, in tort, contract, by statute, negligence (whether by contribution or indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind which the Company ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever that may have occurred prior to the Internal Revenue Code Termination Date, arising out of 1986or in any way related to the Company or Xxxxxxxxx'x employment with the Company, as amended, and the Treasury regulations thereunder and the FCC’s exercise Xxxxxxxxx'x membership on any Boards of authority over the public spectrum (and without limitation over licenses issued by the Commission) under the Communications Act and the Rules Directors of the Commission to Company, the extent consistent with the Legislation termination of that employment and this Agreement. Nothing contained in this Section 22 shall act to waive, limit membership or impair the rights or obligations his ownership of securities of the Parties Parent; provided however, that nothing contained herein shall release Xxxxxxxxx from his obligations under this Agreement. 23The Parent agrees that it has executed this Release on its own behalf and also on behalf of each Company, and also on behalf of each and every of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present or former.

Mutual Release of Claims. a. NextWave Model hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges: i. upon delivery of discharges the Cash Payment and the Advance Tax Payment, the FCC and the United StatesCompany, together with each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, former of and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney from all manner of each of the foregoing, from any and all claimsactions, causes of action, suits, debts, liensdues, obligationsaccounts, liabilitiesbonds, demandscovenants, lossescontracts, costs agreements, judgments, claims, liabilities and expenses (including attorneys’ fees) of any kinddemands whatsoever, character, in law or nature whatsoeverin equity, known or unknown, fixed in tort, contract, by statute, negligence (whether by contribution or contingent indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (collectivelyincluding attorneys' fees), hereinafterreimbursements or costs of any kind which Model ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, his membership on any Board of Directors of the Company or the termination of that employment or membership; provided, however, that nothing contained herein shall release the Company from its obligations under this Agreement, the “Claims”)Parent's registration rights obligations arising out of the Shareholders' Agreement dated as of November 19, which NextWave may have or claim to have now or which may hereafter arise out of1996, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to as amended (the Effective Date relating to the Designated Licenses (including any claims for a refund or a return of its down payments), to Covered Spectrum or to Auction 35. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c"Shareholders' Agreement"), and subject the Company's obligations to indemnify Model from acts and omissions as a director and officer of the Company to the condition fullest extent permissible by law. Model agrees that the Relinquishment Date shall previously have occurred, the FCC and the United States release, acquithe has executed this Release on his own behalf, and forever discharge NextWave also on behalf of his dependents, heirs, agents, executors, legal representatives, successors and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxesassigns. The United States’ release This Release includes, but is not limited to, the a release of any rights or claims he may have for, or pursuant to, the proof of claim Pennsylvania Wage Payment and Collection Law or any other state or local wage payment statute, the United States filed Age Discrimination in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection Employment Act (bADEA), nothing in this Agreement shall affect the liability of any Title VII of the non- governmental Parties to Civil Rights Act of 1964, as amended, the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold Americans with Disabilities Act (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31ADA), the FCC and the United States releaseEmployee Retirement Income Security Act of 1974, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and presentas amended, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection (cERISA), nothing in this Agreement shall affect the liability any other federal, state or local laws or regulations prohibiting employment discrimination, breach of any of the non- governmental Parties to the United States express or the FCC arising out of fraudimplied contract, antitrust, tax, wrongful termination or criminal any other tort claims, including claims for attorneys' fees, whether based on common law or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconductotherwise. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; providedModel understands, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to by signing this Section 22 Release, he does not include proof waive rights to: (a) any claims arising under any applicable worker's compensation laws; (b) any claims which the law states may not be waived; or (c) his vested rights, if any, under the Company's 401(k) plan, in effect as of claim Nothe date of this Agreement. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence The Parent, on its own behalf and on behalf of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to holdeach Company, each such Participating Auction 35 Winning Bidder hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges Model and his dependents, heirs, agents, executors, legal representatives, successors and assigns, of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims, liabilities and demands whatsoever, in law or equity, known or unknown, in tort, contract, by statute, negligence (whether by contribution or indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind which the FCC Company ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, his membership on any Boards of Directors of the Company or the termination of that employment and membership; provided however, that nothing contained herein shall release Model from: (i) his obligations under this Agreement; (ii) his obligations under Sections 6 (confidentiality), 7 (ownership of proprietary information) and 20 (specific performance) of the United StatesEmployment Agreement; and (iii) his obligations under Section 8 (non-competition) of the Employment Agreement (as amended and restated in paragraph 6 of this Agreement). The Parent agrees that it has executed this Release on its own behalf and on behalf of each Company, together with and also on behalf of each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United States, including, but not limited to, the assessment and collection of sums due pursuant to the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder and the FCC’s exercise of authority over the public spectrum (and without limitation over licenses issued by the Commission) under the Communications Act and the Rules of the Commission to the extent consistent with the Legislation and this Agreement. Nothing contained in this Section 22 shall act to waive, limit or impair the rights or obligations of the Parties under this Agreement. 23former.

Mutual Release of Claims. a. NextWave Xxxxxxx hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges: i. upon delivery of discharges the Cash Payment and the Advance Tax Payment, the FCC and the United StatesCompany, together with each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, former of and ii. upon the Relinquishment Date, each Participating Auction 35 Winning Bidder, together with each and every past and present, direct or indirect, member, shareholder, owner and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney from all manner of each of the foregoing, from any and all claimsactions, causes of action, suits, debts, liensdues, obligationsaccounts, liabilitiesbonds, demandscovenants, lossescontracts, costs agreements, judgments, claims, liabilities and expenses (including attorneys’ fees) of any kinddemands whatsoever, character, in law or nature whatsoeverin equity, known or unknown, fixed in tort, contract, by statute, negligence (whether by contribution or contingent indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (collectivelyincluding attorneys' fees), hereinafterreimbursements or costs of any kind which Xxxxxxx ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, or the termination of that employment; provided, however, that nothing contained herein shall release the Company from its obligations under this Agreement, the “Claims”Parent's registration rights obligations arising out of the Shareholders' Agreement dated as of November 19, 1996, as amended (the "Shareholders' Agreement"), which NextWave may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to Parent's obligations under the Designated Licenses (including any claims for a refund or a return of its down payments), to Covered Spectrum or to Auction 35Option Agreement. b. Effective upon the receipt by the United States of Settlement Payments from NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to Section 9(c)Xxxxxxx agrees that he has executed this Release on his own behalf, and subject to the condition that the Relinquishment Date shall previously have occurredalso on behalf of his dependents, the FCC heirs, agents, executors, legal representatives, successors and the United States release, acquit, and forever discharge NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35, except with respect to federal taxesassigns. The United States’ release This Release includes, but is not limited to, the a release of any rights or claims he may have for, or pursuant to, the proof of claim Pennsylvania Wage Payment and Collection Law or any other state or local wage payment statute, the United States filed Age Discrimination in the Bankruptcy Proceedings, which it will withdraw with prejudice. Notwithstanding anything to the contrary in this subsection Employment Act (bADEA), nothing in this Agreement shall affect the liability of any Title VII of the non- governmental Parties to Civil Rights Act of 1964, as amended, the United States or the FCC arising out of fraud, antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconduct. c. Effective upon the FCC’s receipt of the full and final Amounts Due on Receipt from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is qualified to hold Americans with Disabilities Act (and for so long as the United States has not refunded such amounts or, having refunded such amounts, upon repayment of them pursuant to Section 31ADA), the FCC Employer Retirement and the United States release, acquit and forever discharge the relevant Participating Auction 35 Winning Bidder and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of each of the foregoing, from any and all Claims which the FCC and the United States may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum or to Auction 35. Notwithstanding anything to the contrary in this subsection Income Security Act (cERISA), nothing in this Agreement shall affect the liability any other federal, state or local laws or regulations prohibiting employment discrimination, breach of any of the non- governmental Parties to the United States express or the FCC arising out of fraudimplied contract, antitrust, tax, wrongful termination or criminal any other tort claims, including claims for attorneys' fees, whether based on common law or out of violations of the Rules of the Commission involving misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other acts of substantial misconductotherwise. d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning Bidder releases, acquits, and forever discharges NextWave and each and every past and present, direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, and its creditors, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; providedXxxxxxx understands, however, that a Participating Auction 35 Winning Bidder’s release of NextWave pursuant to by signing this Section 22 Release, he does not include proof waive rights to: (a) any claims arising under any applicable worker's compensation laws; (b) any claims which the law states may not be waived; or (c) his vested rights, if any, under the regular employment benefit plans of claim Nothe Company, in effect as of the date of this Agreement. 211 filed by Primeco Personal Communications LP in the Bankruptcy Proceedings. e. Subject to the second sentence The Parent, on its own behalf and on behalf of Section 23(a) and effective upon grant to a Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is qualified to holdeach Company, each such Participating Auction 35 Winning Bidder hereby completely remises, releases, acquitsrelinquishes, waives and forever discharges Xxxxxxx and his dependents, heirs, agents, executors, legal representatives, successors and assigns, of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims, liabilities and demands whatsoever, in law or equity, known or unknown, in tort, contract, by statute, negligence (whether by contribution or indemnification) or any other basis for relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind which the FCC Company ever had, now has or may have, for or by reason of any cause, matter or thing whatsoever, arising out of or in any way related to the Company or his employment with the Company, or the termination of that employment; provided however, that nothing contained herein shall release Xxxxxxx from: (i) his obligations under this Agreement; (ii) his obligations under Sections 6 (confidentiality), 7 (ownership of proprietary information) and 20 (specific performance) of the United StatesEmployment Agreement; and (iii) his obligations under Section 8 (non-competition) of the Employment Agreement (as amended and restated in paragraph 14 of this Agreement.) The Parent agrees that it has executed this Release on its own behalf and on behalf of each Company, together with and also on behalf of each and every past of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, directors, officers, employees, attorneys, accountants and agents, whether past, present agent, servant, employee, representative, or attorney thereof, from any and all Claims which any such Participating Auction 35 Winning Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be connected with any act of commission or omission, or other circumstances, existing or occurring prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCC’s failure to grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidder’s failure to pay for and accept such Licenses, this release will become effective upon the later of (x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition Orders relating to any such Licenses, this release will become effective upon the date of the last applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is not qualified to hold any such Licenses, this release will become effective upon the later of (x) the release date of the last Disposition Order determining that the Participating Auction 35 Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders determining that the Participating Auction 35 Winning Bidder is not qualified to hold such Auction 35 Licenses. This release shall remain effective so long as the United States has not refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon repayment of them pursuant to Section 31. f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCC’s or the United States’ authority to enforce the laws of the United States, including, but not limited to, the assessment and collection of sums due pursuant to the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder and the FCC’s exercise of authority over the public spectrum (and without limitation over licenses issued by the Commission) under the Communications Act and the Rules of the Commission to the extent consistent with the Legislation and this Agreement. Nothing contained in this Section 22 shall act to waive, limit or impair the rights or obligations of the Parties under this Agreement. 23former.