Common use of Mutual Release of Pre-Closing Claims Clause in Contracts

Mutual Release of Pre-Closing Claims. (a) Except as provided in Section 8.01(c) and Section 8.03, effective as of the Separation Date, the Company does hereby, for itself and for each member of the Lithium Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date have been directors, officers, agents or employees of any member of the Lithium Group (in each case, in their respective capacities as such), release and forever discharge Parent and each member of the Parent Group, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any rights of contribution or recovery), whether arising under any Contract, 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 in each case on or before the Separation Date, including in connection with the Transactions and all other activities to implement the Transactions and any of the other transactions contemplated hereunder, and under any of the Ancillary Agreements and pursuant to the Plan of Reorganization. (b) Except as provided in Section 8.01(c) and Section 8.02, effective as of the Separation Date, Parent does hereby, for itself and for each member of the Parent Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date, have been directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company and each member of the Lithium Group as of the Separation Date, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Lithium Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any rights of contribution or recovery), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 in each case on or before the Separation Date, including in connection with the Transactions and all other activities to implement the Transactions and any of the other transactions contemplated hereunder, under any of the Ancillary Agreements and pursuant to the Plan of Reorganization. (c) Nothing contained in Section 8.01(a) or (b) shall (x) impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Contracts that are specified in Section 5.03(b) or the applicable schedules thereto not to terminate as of the Separation Date, in each case in accordance with its terms or (y) release any Person from: (i) any Liability provided in or resulting from any Contract among any Persons in the Parent Group or the Lithium Group that is specified in Section 5.03(b) or the applicable schedules thereto as not to terminate as of the Separation Date, or any other Liability specified in such Section 5.03(b) as not to terminate as of the Separation Date; (ii) any Liability assumed or retained by, or transferred, assigned or allocated to, the Group of which such Person is a member in accordance with, or any other Liability of any Person in any Group under, this Agreement or any Ancillary Agreement, including (A) with respect to the Company, any Lithium Liability, and (B) with respect to Parent, any Parent Liability; (iii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Separation Date between a member of the Parent Group, on the one hand, and a member of the Lithium Group, on the other hand; (iv) any Liability that the parties may have with respect to claims for indemnification, recovery or contribution brought pursuant to this Agreement or any Ancillary Agreement, which Liability shall be governed by the provisions of this Article VIII or, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 8.01, in which case solely to the extent the release would result in the release of such other Person. In addition, nothing contained in Section 8.01(a) shall release Parent from indemnifying any director, officer or employee of the Company who was a director, officer or employee of Parent or any of its Affiliates on or prior to the Separation Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Separation Date, it being understood that if the underlying obligation giving rise to such Action is a Lithium Liability, the Company shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VIII. (d) The Company shall not, and shall not permit any Person in the Lithium Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification, against Parent or any Person in the Parent Group, or any other Person released pursuant to Section 8.01(a), with respect to any Liabilities released pursuant to Section 8.01(a). Parent shall not, and shall not permit any Person in the Parent Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification against the Company or any Person in the Lithium Group, or any other Person released pursuant to Section 8.01(b), with respect to any Liabilities released pursuant to Section 8.01(b). If any Person associated with either Parent or the Company (including any of their respective directors, officers, agents or employees) initiates an Action with respect to claims released by this Section 8.01, the party with which such Person is associated shall indemnify the other party against such Action in accordance with the provisions set forth in this Article VIII. (e) It is the intent of each of Parent and the Company, by virtue of the provisions of this Section 8.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Separation Date, between or among the Company or any member of the Lithium Group, on the one hand, and Parent or any Person in the Parent Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such Persons on or before the Separation Date), except as expressly set forth in Section 8.01(c), Section 8.02 or Section 8.03, as applicable. At any time, at the request of any other party, each party shall cause each member of its respective Group and, to the extent practicable, each other Person to execute and deliver releases reflecting the provisions hereof.

Mutual Release of Pre-Closing Claims. (a) Except as provided in Section 8.01(c) and Section 8.035.01(c), effective as of the Separation Distribution Date, the Company does herebyDigimarc shall, for itself and for each member of the Lithium Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date have been directors, officers, agents or employees of any member of the Lithium Group (in each case, in their respective capacities as such)other Digimarc Entity, release and forever discharge Parent and each member of the Parent Group, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, DMRC Entity from any and all Liabilities whatsoeverwhatsoever owing to any Digimarc Entity, whether at law Law or in equity (including any rights right of contribution or recoverycontribution), whether arising under any Contract, 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 in each case on or before the Separation Distribution Date, whether or not known as of the Distribution Date, including in connection with the Transactions and all other activities to implement the Transactions Restructuring and any of the other transactions contemplated hereunder, and under any of the Ancillary Agreements and pursuant to the Plan of ReorganizationDistribution. (b) Except as provided in Section 8.01(c) and Section 8.025.01(c), effective as of the Separation Distribution Date, Parent does herebyDMRC shall, for itself and for each member of the Parent Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date, have been directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remiseDMRC Entity, release and forever discharge the Company and each member of the Lithium Group as of the Separation Date, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Lithium Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, Digimarc Entity from any and all Liabilities whatsoeverwhatsoever owing to any DMRC Entity, whether at law Law or in equity (including any rights right of contribution or recoverycontribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 in each case on or before the Separation Distribution Date, whether or not known as of the Distribution Date, including in connection with the Transactions transactions and all other activities to implement the Transactions Restructuring and any of the other transactions contemplated hereunder, under any of the Ancillary Agreements and pursuant to the Plan of ReorganizationDistribution. (c) Nothing contained in Section 8.01(aSections 5.01(a) or (b) shall (x) impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligations set forth in Sections 5.02 and 5.03, any Ancillary other Transaction Agreement (including Section 6.13 of the Merger Agreement) or any Contracts Contract between any DMRC Entity and any Digimarc Entity that are specified in Section 5.03(b) or the applicable schedules thereto does not to terminate as of the Separation Distribution Date, in each case in accordance with its terms terms. In addition, nothing contained in Sections 5.01(a) or (yb) shall release any Person from: (i) any Liability provided in or resulting from any Contract among between any Persons in DMRC Entity, on the Parent Group or one hand, and any Digimarc Entity, on the Lithium Group other hand, that is specified in Section 5.03(b) or the applicable schedules thereto as does not to terminate as of the Separation Date, or any other Liability specified in such Section 5.03(b) as not to terminate as of the Separation Distribution Date; (ii) any Liability assumed Liability, contingent or retained byotherwise, or assumed, transferred, assigned or allocated toto any DMRC Entity or Digimarc Entity, as the Group of which such Person is a member case may be, in accordance with, or any other Liability of any such Person in any Group under, this Agreement or any Ancillary other Transaction Agreement, including (A) with respect to the Company, any Lithium Liability, and (B) with respect to Parent, any Parent Liability; (iii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Separation Date between a member of the Parent GroupLiability, on the one hand, and a member of the Lithium Group, on the other hand; (iv) any Liability that the parties may have with respect to claims for indemnification, recovery or contribution brought pursuant to this Agreement or any Ancillary Agreement, which Liability shall be governed by the provisions of this Article VIII or, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant Digimarc Entity or a DMRC Entity; provided that the Parties agree not to this Section 8.01, in which case solely to the extent the release would result in the release of such other Person. In addition, nothing contained in Section 8.01(a) shall release Parent from indemnifying any director, officer bring suit or employee of the Company who was a director, officer or employee of Parent or permit any of its Affiliates on or prior their Subsidiaries to the Separation Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Separation Date, it being understood that if the underlying obligation giving rise to such Action is a Lithium Liability, the Company shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VIII. (d) The Company shall not, and shall not permit bring suit against any Person in the Lithium Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification, against Parent or any Person in the Parent Group, or any other Person released pursuant to Section 8.01(a), with respect to any Liabilities Liability to the extent that such Person would be released pursuant to Section 8.01(a). Parent shall not, and shall not permit any Person in the Parent Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification against the Company or any Person in the Lithium Group, or any other Person released pursuant to Section 8.01(b), with respect to any Liabilities released pursuant to Section 8.01(b). If any Person associated with either Parent or the Company (including any of their respective directors, officers, agents or employees) initiates an Action with respect to claims released such Liability by this Section 8.01, the party with which such Person is associated shall indemnify the other party against such Action in accordance with the provisions set forth in this Article VIII. (e) It is the intent of each of Parent and the Company, by virtue of 5.01 but for the provisions of this Section 8.01clause (iii); (iv) any Inter-Group Indebtedness due and owing to the Digimarc Group or the DMRC Group up to and through the Distribution Date; or (v) any Liability the Parties may have with respect to indemnification or contribution pursuant to any Transaction Agreement for Third Party Claims, to provide for a full which Liability shall be governed by the provisions of Article V and complete release Article VI hereof and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Separation Date, between or among the Company or any member applicable provisions of the Lithium Group, on the one hand, and Parent or any Person in the Parent Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such Persons on or before the Separation Date), except as expressly set forth in Section 8.01(c), Section 8.02 or Section 8.03Transaction Agreements, as applicable. At any time, at the request of any other party, each party shall cause each member of its respective Group and, to the extent practicable, each other Person to execute and deliver releases reflecting the provisions hereof.

Mutual Release of Pre-Closing Claims. (a) Except as provided in Section ‎Section 8.01(c) and Section ‎Section 8.03, effective as of the Separation Date, the Company does hereby, for itself and for each member of the Lithium Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date have been directors, officers, agents or employees of any member of the Lithium Group (in each case, in their respective capacities as such), release and forever discharge Parent and each member of the Parent Group, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any rights of contribution or recovery), whether arising under any Contract, 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 in each case on or before the Separation Date, including in connection with the Transactions and all other activities to implement the Transactions and any of the other transactions contemplated hereunder, and under any of the Ancillary Agreements and pursuant to the Plan of Reorganization. (b) Except as provided in Section ‎Section 8.01(c) and Section ‎Section 8.02, effective as of the Separation Date, Parent does hereby, for itself and for each member of the Parent Group as of the Separation Date and their respective successors and assigns and all Persons who at any time prior to the Separation Date, have been directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company and each member of the Lithium Group as of the Separation Date, and all Persons who at any time prior to the Separation Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Lithium Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any rights of contribution or recovery), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 in each case on or before the Separation Date, including in connection with the Transactions and all other activities to implement the Transactions and any of the other transactions contemplated hereunder, under any of the Ancillary Agreements and pursuant to the Plan of Reorganization. (c) Nothing contained in Section ‎Section 8.01(a) or (b‎(b) shall (x) impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Contracts that are specified in Section ‎Section 5.03(b) or the applicable schedules thereto not to terminate as of the Separation Date, in each case in accordance with its terms or (y) release any Person from: (i) any Liability provided in or resulting from any Contract among any Persons in the Parent Group or the Lithium Group that is specified in Section ‎Section 5.03(b) or the applicable schedules thereto as not to terminate as of the Separation Date, or any other Liability specified in such Section ‎Section 5.03(b) as not to terminate as of the Separation Date; (ii) any Liability assumed or retained by, or transferred, assigned or allocated to, the Group of which such Person is a member in accordance with, or any other Liability of any Person in any Group under, this Agreement or any Ancillary Agreement, including (A) with respect to the Company, any Lithium Liability, and (B) with respect to Parent, any Parent Liability; (iii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Separation Date between a member of the Parent Group, on the one hand, and a member of the Lithium Group, on the other hand; (iv) any Liability that the parties may have with respect to claims for indemnification, recovery or contribution brought pursuant to this Agreement or any Ancillary Agreement, which Liability shall be governed by the provisions of this Article ‎Article VIII or, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section ‎Section 8.01, in which case solely to the extent the release would result in the release of such other Person. In addition, nothing contained in Section ‎Section 8.01(a) shall release Parent from indemnifying any director, officer or employee of the Company who was a director, officer or employee of Parent or any of its Affiliates on or prior to the Separation Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Separation Date, it being understood that if the underlying obligation giving rise to such Action is a Lithium Liability, the Company shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article ‎Article VIII. (d) The Company shall not, and shall not permit any Person in the Lithium Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification, against Parent or any Person in the Parent Group, or any other Person released pursuant to Section ‎Section 8.01(a), with respect to any Liabilities released pursuant to Section ‎Section 8.01(a). Parent shall not, and shall not permit any Person in the Parent Group to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification against the Company or any Person in the Lithium Group, or any other Person released pursuant to Section ‎Section 8.01(b), with respect to any Liabilities released pursuant to Section ‎Section 8.01(b). If any Person associated with either Parent or the Company (including any of their respective directors, officers, agents or employees) initiates an Action with respect to claims released by this Section ‎Section 8.01, the party with which such Person is associated shall indemnify the other party against such Action in accordance with the provisions set forth in this Article ‎Article VIII. (e) It is the intent of each of Parent and the Company, by virtue of the provisions of this Section ‎Section 8.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Separation Date, between or among the Company or any member of the Lithium Group, on the one hand, and Parent or any Person in the Parent Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such Persons on or before the Separation Date), except as expressly set forth in Section ‎Section 8.01(c), Section ‎Section 8.02 or Section ‎Section 8.03, as applicable. At any time, at the request of any other party, each party shall cause each member of its respective Group and, to the extent practicable, each other Person to execute and deliver releases reflecting the provisions hereof.