Common use of Mutual Release, Etc Clause in Contracts

Mutual Release, Etc. Effective upon the Distribution and except as otherwise specifically set forth in this Agreement, each of the Company and Spinco releases and forever discharges the other, and its affiliates, successors and assigns and the officers, directors, employees, partners, agents and representatives of any of them, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that the releasing party has or ever had, that arise out of or relate to events, circumstances or actions taken by such other party prior to the Distribution Date; provided, however, that the foregoing general release shall not apply to this Agreement, the Other Agreements or any of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby and shall not affect either party's right to enforce this Agreement, any of the Other Agreements or any of the agreements listed on Schedule 7.02, in each case in accordance with its terms. Each party understands and agrees that, except as otherwise specifically provided herein, neither the other party nor any of its affiliates, successors and assigns or the officers, directors, employees, partners, agents and representatives of any of them, in this Agreement or any of the Other Agreements, is representing or warranting to such party in any way as to the assets, business or liabilities transferred, assumed or licensed as contemplated hereby or thereby, it being agreed and understood that each party shall take or keep all of its assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets shall prove to be insufficient or that the title to any assets conveyed or licensed shall be other than good and marketable and free from encumbrances.

Mutual Release, Etc. Effective upon as of the Distribution Time and except as otherwise specifically set forth in this AgreementAgreement or any of the Ancillary Agreements, each of Educational, the Company and Spinco Destinations, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the otherothers and its Subsidiaries, and its affiliates, successors and assigns and the their respective officers, directors, employeesagents, partnersAffiliates, agents record and representatives beneficial security holders (including, without limitation, trustees and beneficiaries of any of themtrusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and liabilities Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that which the releasing party has or ever had, that which arise out of or relate to events, circumstances or actions taken by such other party party, occurring or failing to occur, or any conditions existing, on or prior to the Distribution DateTime; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) assumed, transferred, assigned, allocated or arising under this Agreement, the Other Agreements Destinations Distribution Agreement or any of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby Ancillary Agreements and shall not affect either any party's right to enforce this Agreement, any of the Other Agreements Destinations Distribution Agreement or any of the agreements listed on Schedule 7.02, in each case Ancillary Agreement in accordance with its termsterms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 but for the proviso to this clause (ii)). Each party understands and agrees that, except as otherwise specifically provided hereinin this Agreement, the Destinations Distribution Agreement or the Ancillary Agreements, neither the other party nor any of its affiliates, successors and assigns or the officers, directors, employees, partners, agents and representatives of any of themis, in this Agreement or any of the Other AgreementsAncillary Agreements or otherwise, is representing or warranting to such party in any way as to the assetsAssets, business or liabilities Liabilities transferred, assumed or licensed retained as contemplated hereby or therebyas to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Destinations Distribution Agreement or the Ancillary Agreements, it being agreed and understood that each party shall take or keep all of its assets Assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets Assets shall prove to be insufficient or that the title to any assets conveyed or licensed Assets shall be other than good and marketable and free from encumbrancesencumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.

Mutual Release, Etc. Effective upon as of the Time of Distribution and except as otherwise specifically set forth in this the Reorganization Agreements or the Transition Agreement, each of Newco, on the Company one hand, and Spinco the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the otherother and its Subsidiaries, and its affiliates, successors and assigns and the their respective officers, directors, employeesagents, partnersAffiliates, agents record and representatives beneficial security holders (including, without limitation, trustees and beneficiaries of any of themtrusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and liabilities Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that which the releasing party has or ever had, that which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing on or prior to the Distribution DateTime of Distribution; provided, however, that the foregoing general release shall not apply to this Agreement(i) any Liabilities (including Liabilities with respect to indemnification) under the Transition Agreement or assumed, the Other Agreements transferred, assigned, allocated or arising under any of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby Reorganization Agreements and shall not affect either any party's right to enforce this Agreement, any of the Other Reorganization Agreements or any of the agreements listed on Schedule 7.02, in each case Transition Agreement in accordance with its their terms, (ii) any Liability arising from or relating to Intercompany Arrangements to the extent such Liabilities are not required pursuant to Section 2.5 to be settled or otherwise eliminated at or before the Closing, (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 6.1 but for the proviso to this clause (iii)) or (iv) any matter set forth on Schedule 6.1. Each party understands and agrees that, except as otherwise specifically provided hereinin the Reorganization Agreements, neither the other party nor any of its affiliates, successors and assigns or the officers, directors, employees, partners, agents and representatives of any of themGroup is, in this Agreement the Reorganization Agreements or any of the Other Agreementsotherwise, is representing or warranting to such party in any way as to the assetsAssets, business or liabilities Liabilities transferred, assumed or licensed retained as contemplated hereby or therebyas to any consents or approvals required in connection with the consummation of the transactions contemplated by the Reorganization Agreements, it being agreed and understood that each party shall take or keep all of its assets Assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets Assets shall prove to be insufficient or that the title to any assets conveyed or licensed Assets shall be other than good and marketable and free from encumbrancesencumbrances of any nature whatsoever.

Mutual Release, Etc. (a) Effective upon on the Distribution Date, and except as otherwise specifically set forth in for Claims arising from or attributable to the transactions contemplated by the Transaction Documents, this Agreement, each the Related Agreements or Claims otherwise asserted prior to the Effective Time, SFX does hereby, for itself and its Subsidiaries (other than the Delsener/Xxxxxx Group), and anyone claiming through SFX or its Subsidiaries, remise, release and forever discharge the Delsener/Xxxxxx Group, their respective Affiliates (other than SFX and its Subsidiaries), successors and assigns, the Executive Group, and all Persons who at any time prior to the Distribution Date have been shareholders, directors or agents or employees of any member of the Company Delsener/Xxxxxx Group (in each case, in their respective capacities as such), and Spinco releases their respective heirs, executors, administrators, successors and assigns, from any and all Claims whatsoever, whether in law or in equity (including any right of contribution), whether arising under any contract or arrangement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur aor alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date. (b) Effective on the Distribution Date, and except for Claims arising from or attributable to the transactions contemplated by the Transaction Documents, this Agreement, the Related Agreements or Claims otherwise asserted prior to the Effective Time, Entertainment does hereby, for itself and its Subsidiaries, and anyone claiming through Entertainment or its Subsidiaries, remise, release and forever discharges discharge SFX, their respective Affiliates (other than the other, and its affiliatesDelsener/Xxxxxx Group), successors and assigns and the officers, directors, employees, partners, agents and representatives of all Persons who at any of them, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that the releasing party has or ever had, that arise out of or relate to events, circumstances or actions taken by such other party time prior to the Distribution Date; providedDate have been shareholders, however, that the foregoing general release shall not apply to this Agreement, the Other Agreements directors or agents or employees of any member of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby SFX and shall not affect either party's right to enforce this Agreement, any of the Other Agreements or any of the agreements listed on Schedule 7.02its Subsidiaries (in each case, in each case in accordance with its terms. Each party understands their respective capacities as such), and agrees thattheir respective heirs, except as otherwise specifically provided hereinexecutors, neither the other party nor any of its affiliatesadministrators, successors and assigns assigns, from any and all Claims whatsoever, whether in law or the officersin equity (including any right of contribution), directorswhether arising under any contract or arrangement, employeesby operation of law or otherwise, partners, agents and representatives of existing or arising from any of them, in this Agreement acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any of conditions existing or alleged to have existed on or before the Other Agreements, is representing or warranting to such party in any way as to the assets, business or liabilities transferred, assumed or licensed as contemplated hereby or thereby, it being agreed and understood that each party shall take or keep all of its assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets shall prove to be insufficient or that the title to any assets conveyed or licensed shall be other than good and marketable and free from encumbrancesDistribution Date.

Mutual Release, Etc. Effective upon as of the Distribution Time and except as otherwise specifically set forth in this AgreementAgreement or any of the Ancillary Agreements, each of Destinations, on the Company one hand, and Spinco the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the otherother and its Subsidiaries, and its affiliates, successors and assigns and the their respective officers, directors, employeesagents, partnersAffiliates, agents record and representatives beneficial security holders (including, without limitation, trustees and beneficiaries of any of themtrusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and liabilities Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that which the releasing party has or ever had, that which arise out of or relate to events, circumstances or actions taken by such other party party, occurring or failing to occur, or any conditions existing, on or prior to the Distribution DateTime; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) assumed, transferred, assigned, allocated or arising under this Agreement, the Other Agreements Educational Distribution Agreement or any of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby Ancillary Agreements and shall not affect either any party's right to enforce this Agreement, any of the Other Agreements Educational Distribution Agreement or any of the agreements listed on Schedule 7.02, in each case Ancillary Agreement in accordance with its termsterms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 but for the proviso to this clause (ii)). Each party understands and agrees that, except as otherwise specifically provided hereinin this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, neither the other party nor any of its affiliates, successors and assigns or the officers, directors, employees, partners, agents and representatives of any of themis, in this Agreement or any of the Other AgreementsAncillary Agreements or otherwise, is representing or warranting to such party in any way as to the assetsAssets, business or liabilities Liabilities transferred, assumed or licensed retained as contemplated hereby or therebyas to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, it being agreed and understood that each party shall take or keep all of its assets Assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets Assets shall prove to be insufficient or that the title to any assets conveyed or licensed Assets shall be other than good and marketable and free from encumbrancesencumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.

Mutual Release, Etc. (a) Effective upon on the Distribution Date, and except as otherwise specifically set forth in for Claims arising from or attributable to the transactions contemplated by the Transaction Documents, this Agreement, each the Related Agreements or Claims otherwise asserted prior to the Effective Time, SFX does hereby, for itself and its Subsidiaries (other than the Delsener/Xxxxxx Group), and anyone claiming through SFX or its Subsidiaries, remise, release and forever discharge the Delsener/Xxxxxx Group, their respective Affiliates (other than SFX and its Subsidiaries), successors and assigns, the Executive Group (as defined in the Merger Agreement), and all Persons who at any time prior to the Distribution Date have been shareholders, directors or agents or employees of any member of the Company Delsener/Xxxxxx Group (in each case, in their respective capacities as such), and Spinco releases their respective heirs, executors, administrators, successors and assigns, from any and all Claims whatsoever, whether in law or in equity (including any right of contribution), whether arising under any contract or arrangement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date. (b) Effective on the Distribution Date, and except for Claims arising from or attributable to the transactions contemplated by the Transaction Documents, this Agreement, the Related Agreements or Claims otherwise asserted prior to the Effective Time, Entertainment does hereby, for itself and its Subsidiaries, and anyone claiming through Entertainment or its Subsidiaries, remise, release and forever discharges discharge SFX, their respective Affiliates (other than the other, and its affiliatesDelsener/Xxxxxx Group), successors and assigns and the officers, directors, employees, partners, agents and representatives of all Persons who at any of them, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that the releasing party has or ever had, that arise out of or relate to events, circumstances or actions taken by such other party time prior to the Distribution Date; providedDate have been shareholders, however, that the foregoing general release shall not apply to this Agreement, the Other Agreements directors or agents or employees of any member of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby SFX and shall not affect either party's right to enforce this Agreement, any of the Other Agreements or any of the agreements listed on Schedule 7.02its Subsidiaries (in each case, in each case in accordance with its terms. Each party understands their respective capacities as such), and agrees thattheir respective heirs, except as otherwise specifically provided hereinexecutors, neither the other party nor any of its affiliatesadministrators, successors and assigns assigns, from any and all Claims whatsoever, whether in law or the officersin equity (including any right of contribution), directorswhether arising under any contract or arrangement, employeesby operation of law or otherwise, partners, agents and representatives of existing or arising from any of them, in this Agreement acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any of conditions existing or alleged to have existed on or before the Other Agreements, is representing or warranting to such party in any way as to the assets, business or liabilities transferred, assumed or licensed as contemplated hereby or thereby, it being agreed and understood that each party shall take or keep all of its assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets shall prove to be insufficient or that the title to any assets conveyed or licensed shall be other than good and marketable and free from encumbrancesDistribution Date.

Mutual Release, Etc. Effective upon as of the Time of Distribution and except as otherwise specifically set forth in this the Reorganization Agreements or the Transition Agreement, each of Newco, on the Company one hand, and Spinco the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the otherother and its Subsidiaries, and its affiliates, successors and assigns and the their respective officers, directors, employeesagents, partnersAffiliates, agents record and representatives beneficial security holders (including, without limitation, trustees and beneficiaries of any of themtrusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and liabilities Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its successors or assigns, that which the releasing party has or ever had, that which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing on or prior to the Distribution DateTime of Distribution; provided, however, that the foregoing general release shall not apply to this Agreement(i) any Liabilities (including Liabilities with respect to indemnification) under the Transition Agreement or assumed, the Other Agreements transferred, assigned, allocated or arising under any of the agreements listed on Schedule 7.02 or the transactions contemplated hereby or thereby Reorganization Agreements and shall not affect either any party's right to enforce this Agreement, any of the Other Reorganization Agreements or any of the agreements listed on Schedule 7.02, in each case Transition Agreement in accordance with its their terms. Each party understands and agrees that, except as (ii) any Liability arising from or relating to Intercompany Arrangements to the extent such Liabilities are not required pursuant to Section 2.5 to be settled or otherwise specifically provided hereineliminated at or before the Closing, neither (iii) any Liability the other party nor any release of its affiliates, successors and assigns or which would result in the officers, directors, employees, partners, agents and representatives release of any of them, in Person other than a Person released pursuant to this Agreement or any of the Other Agreements, is representing or warranting to such party in any way as to the assets, business or liabilities transferred, assumed or licensed as contemplated hereby or thereby, it being agreed and understood that each party shall take or keep all of its assets "as is" and that it shall bear the economic and legal risk that conveyance or licensing of such assets shall prove to be insufficient or Section 6.1 (provided that the title to any assets conveyed or licensed shall be other than good and marketable and free from encumbrances.parties agree not to