Common use of Release of Claims Prior to Distribution Clause in Contracts

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv does hereby, for itself and each other member of the Aptiv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi Technologies, the respective members of the Delphi Technologies Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv Business, the Aptiv Assets or Aptiv Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies does hereby, for itself and each other member of the Delphi Technologies Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Aptiv, the respective members of the Aptiv Group, their respective Affiliates (other than any member of the Delphi Technologies Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Business, the Delphi Technologies Assets or the Delphi Technologies Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies Group or the Aptiv Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv Group, on the one hand, and any member of the Delphi Technologies Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Liability and any Delphi Technologies Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv Group or the Delphi Technologies Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Liability, Delphi Technologies shall indemnify Aptiv for such Liability (including Aptiv’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv shall not make, and shall not permit any member of the Aptiv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies or any member of the Delphi Technologies Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies shall not make, and shall not permit any member of the Delphi Technologies Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv or any member of the Aptiv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv or Delphi Technologies shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c3.1(c), effective as of the Effective Time, Aptiv TFMC does hereby, for itself and each other member of the Aptiv TFMC Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv TFMC Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesTEN, the respective members of the Delphi Technologies TEN Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies TEN Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv TFMC Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution Transactions and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C) to the extent relating to, arising out of or resulting from the Aptiv TFMC Business, the Aptiv TFMC Assets or Aptiv TFMC Liabilities. (b) Except as provided in Section 5.1(c3.1(c), effective as of the Effective Time, Delphi Technologies TEN does hereby, for itself and each other member of the Delphi Technologies TEN Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies TEN Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivTFMC, the respective members of the Aptiv TFMC Group, their respective Affiliates (other than any member of the Delphi Technologies TEN Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv TFMC Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies TEN Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution Transactions and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies TEN Business, the Delphi Technologies TEN Assets or the Delphi Technologies TEN Liabilities. (c) Nothing contained in Section 5.1(a3.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c1.3(b) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a3.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies TFMC Group or the Aptiv TEN Group that is specified in Section 2.3(b) or (c1.3(b) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c1.3(b) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv TFMC Group, on the one hand, and any member of the Delphi Technologies TEN Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv TFMC Liability and any Delphi Technologies TEN Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V III and Article VI IV and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a3.1(a) or (b) shall release Aptiv TFMC from honoring its obligations obligations, existing as of immediately prior to or after the Effective Time, to indemnify or to advance expenses to any person who was a director, officer or employee of a member of the Aptiv TFMC Group or the Delphi Technologies TEN Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation actions or conduct giving rise to such Action a claim for indemnification or advancement of expenses is related to or arises from a Delphi Technologies TEN Liability, Delphi Technologies TEN shall indemnify Aptiv for such Liability (including AptivTFMC’s costs to indemnify and advance expenses to the director, officer or employee) employee in accordance with the provisions set forth in this Article V.III. (e) Aptiv TFMC shall not make, and shall not permit any member of the Aptiv TFMC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies TEN or any member of the Delphi Technologies TEN Group, or any other Person released pursuant to Section 5.1(a3.1(a), with respect to any Liabilities released pursuant to Section 5.1(a3.1(a). Delphi Technologies TEN shall not make, and shall not permit any member of the Delphi Technologies TEN Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv TFMC or any member of the Aptiv TFMC Group, or any other Person released pursuant to Section 5.1(b3.1(b), with respect to any Liabilities released pursuant to Section 5.1(b3.1(b). (f) Notwithstanding Section 4.3(j), any Any breach of the provisions of this Section 5.1 3.1 by either Aptiv TFMC or Delphi Technologies TEN shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv Illumina does hereby, for itself and each other member of the Aptiv Illumina Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Illumina Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesGRAIL, the respective members of the Delphi Technologies GRAIL Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies GRAIL Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Illumina Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions contemplated by this Agreement and all activities to implement the Separation and Distribution, (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), and (D) any rights, claims or Liabilities arising from, or in connection with, Section 3.3 of that certain Letter Agreement and Limited Waiver dated as of August 18, 2021 between Illumina and GRAIL. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, GRAIL does hereby, for itself and each other member of the GRAIL Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the GRAIL Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Illumina, the respective members of the Illumina Group, their respective Affiliates (other than any member of the GRAIL Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Illumina Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all GRAIL Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions contemplated by this Agreement and all activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv Business, the Aptiv Assets or Aptiv Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies does hereby, for itself and each other member of the Delphi Technologies Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Aptiv, the respective members of the Aptiv Group, their respective Affiliates (other than any member of the Delphi Technologies Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Business, the Delphi Technologies Assets or the Delphi Technologies Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies Group or the Aptiv Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv Group, on the one hand, and any member of the Delphi Technologies Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Liability and any Delphi Technologies Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv Group or the Delphi Technologies Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Liability, Delphi Technologies shall indemnify Aptiv for such Liability (including Aptiv’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv shall not make, and shall not permit any member of the Aptiv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies or any member of the Delphi Technologies Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies shall not make, and shall not permit any member of the Delphi Technologies Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv or any member of the Aptiv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv or Delphi Technologies shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv New Worthington does hereby, for itself and each other member of the Aptiv New Worthington Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv New Worthington Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesWorthington Steel, the respective members of the Delphi Technologies Worthington Steel Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Worthington Steel Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv New Worthington Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv New Worthington Business, the Aptiv New Worthington Assets or Aptiv New Worthington Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies Worthington Steel does hereby, for itself and each other member of the Delphi Technologies Worthington Steel Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Worthington Steel Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivNew Worthington, the respective members of the Aptiv New Worthington Group, their respective Affiliates (other than any member of the Delphi Technologies Worthington Steel Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv New Worthington Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Worthington Steel Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Worthington Steel Business, the Delphi Technologies Worthington Steel Assets or the Delphi Technologies Worthington Steel Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies Worthington Steel Group or the Aptiv New Worthington Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv New Worthington Group, on the one hand, and any member of the Delphi Technologies Worthington Steel Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Worthington Liability and any Delphi Technologies Worthington Steel Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv New Worthington from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv New Worthington Group or the Delphi Technologies Worthington Steel Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv New Worthington immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Worthington Steel Liability, Delphi Technologies Worthington Steel shall indemnify Aptiv New Worthington for such Liability (including AptivNew Worthington’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv New Worthington shall not make, and shall not permit any member of the Aptiv New Worthington Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies Worthington Steel or any member of the Delphi Technologies Worthington Steel Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies Worthington Steel shall not make, and shall not permit any member of the Delphi Technologies Worthington Steel Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv New Worthington or any member of the Aptiv New Worthington Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv New Worthington or Delphi Technologies Worthington Steel shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv Enovis does hereby, for itself and each other member of the Aptiv Enovis Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Enovis Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesESAB, the respective members of the Delphi Technologies ESAB Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies ESAB Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Enovis Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv Enovis Business, the Aptiv Enovis Assets or Aptiv Enovis Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies ESAB does hereby, for itself and each other member of the Delphi Technologies ESAB Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies ESAB Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivEnovis, the respective members of the Aptiv Enovis Group, their respective Affiliates (other than any member of the Delphi Technologies ESAB Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Enovis Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies ESAB Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies ESAB Business, the Delphi Technologies Discontinued Businesses, the ESAB Assets or the Delphi Technologies ESAB Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies ESAB Group or the Aptiv Enovis Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv Enovis Group, on the one hand, and any member of the Delphi Technologies ESAB Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Enovis Liability and any Delphi Technologies ESAB Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv Enovis from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv Enovis Group or the Delphi Technologies ESAB Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv Enovis immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies ESAB Liability, Delphi Technologies ESAB shall indemnify Aptiv Enovis for such Liability (including Aptiv’s Enovis’ costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv Enovis shall not make, and shall not permit any member of the Aptiv Enovis Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies ESAB or any member of the Delphi Technologies ESAB Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies ESAB shall not make, and shall not permit any member of the Delphi Technologies ESAB Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv Enovis or any member of the Aptiv Enovis Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv Enovis or Delphi Technologies ESAB shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv HHH does hereby, for itself and each other member of the Aptiv HHH Group, their respective controlled Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv HHH Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesSeaport Entertainment, the respective members of the Delphi Technologies Seaport Entertainment Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Seaport Entertainment Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv HHH Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv HHH Business, the Aptiv HHH Assets or Aptiv HHH Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies Seaport Entertainment does hereby, for itself and each other member of the Delphi Technologies Seaport Entertainment Group, their respective controlled Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Seaport Entertainment Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivHHH, the respective members of the Aptiv HHH Group, their respective Affiliates (other than any member of the Delphi Technologies Seaport Entertainment Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv HHH Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Seaport Entertainment Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Seaport Entertainment Business, the Delphi Technologies Seaport Entertainment Assets or the Delphi Technologies Seaport Entertainment Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b2.5(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies Seaport Entertainment Group or the Aptiv HHH Group that is specified in Section 2.3(b2.5(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b2.5(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv HHH Group, on the one hand, and any member of the Delphi Technologies Seaport Entertainment Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv HHH Liability and any Delphi Technologies Seaport Entertainment Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv HHH from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv HHH Group or the Delphi Technologies Seaport Entertainment Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv HHH immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Seaport Entertainment Liability, Delphi Technologies Seaport Entertainment shall indemnify Aptiv HHH for such Liability (including AptivHHH’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv HHH shall not make, and shall not permit any member of the Aptiv HHH Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies Seaport Entertainment or any member of the Delphi Technologies Seaport Entertainment Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies Seaport Entertainment shall not make, and shall not permit any member of the Delphi Technologies Seaport Entertainment Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv HHH or any member of the Aptiv HHH Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv HHH or Delphi Technologies Seaport Entertainment shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv HHH does hereby, for itself and each other member of the Aptiv HHH Group, their respective controlled Affiliates, successors and assigns, and, to the extent permitted by LawXxx, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv HHH Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesSeaport Entertainment, the respective members of the Delphi Technologies Seaport Entertainment Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Seaport Entertainment Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv HHH Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Aptiv HHH Business, the Aptiv HHH Assets or Aptiv HHH Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Effective Time, Delphi Technologies Seaport Entertainment does hereby, for itself and each other member of the Delphi Technologies Seaport Entertainment Group, their respective controlled Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Seaport Entertainment Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivHHH, the respective members of the Aptiv HHH Group, their respective Affiliates (other than any member of the Delphi Technologies Seaport Entertainment Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv HHH Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Seaport Entertainment Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Seaport Entertainment Business, the Delphi Technologies Seaport Entertainment Assets or the Delphi Technologies Seaport Entertainment Liabilities. (c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b2.5(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Delphi Technologies Seaport Entertainment Group or the Aptiv HHH Group that is specified in Section 2.3(b2.5(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b2.5(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangements; (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv HHH Group, on the one hand, and any member of the Delphi Technologies Seaport Entertainment Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv HHH Liability and any Delphi Technologies Seaport Entertainment Liability, as applicable); or (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv HHH from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv HHH Group or the Delphi Technologies Seaport Entertainment Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv HHH immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Seaport Entertainment Liability, Delphi Technologies Seaport Entertainment shall indemnify Aptiv HHH for such Liability (including AptivHHH’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Aptiv HHH shall not make, and shall not permit any member of the Aptiv HHH Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies Seaport Entertainment or any member of the Delphi Technologies Seaport Entertainment Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies Seaport Entertainment shall not make, and shall not permit any member of the Delphi Technologies Seaport Entertainment Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv HHH or any member of the Aptiv HHH Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either Aptiv HHH or Delphi Technologies Seaport Entertainment shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Aptiv Autoliv does hereby, for itself and each other member of the Aptiv Autoliv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesVeoneer, the respective members of the Delphi Technologies Veoneer Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies Veoneer Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Autoliv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Aptiv Autoliv Business, the Aptiv Autoliv Assets or Aptiv the Autoliv Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Delphi Technologies Veoneer does hereby, for itself and each other member of the Delphi Technologies Veoneer Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies Veoneer Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivAutoliv, the respective members of the Aptiv Autoliv Group, their respective Affiliates (other than any member of the Delphi Technologies Veoneer Group), successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Autoliv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Veoneer Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case of for this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Veoneer Business, the Delphi Technologies Veoneer Assets or the Delphi Technologies Veoneer Liabilities. (c) Nothing contained in Section 5.1(a) or (bSection 5.1(b) shall impair or otherwise affect any right of any Person Party and, as applicable, a member of such Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified contemplated in Section 2.3(b) this Agreement or (c) or in any Ancillary Agreement to continue in effect after the applicable schedules hereto as not to terminate as of the Distribution Effective Time. In addition, in each case in accordance with its terms. Nothing nothing contained in Section 5.1(a) or (bSection 5.1(b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with the Master Transfer Agreement (including any Autoliv Liability provided in or resulting from and any agreement among any members of the Delphi Technologies Group or the Aptiv Group that is specified in Section 2.3(b) or (c) Veoneer Liability, as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangementsapplicable); (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv Group, on the one hand, and any member of the Delphi Technologies Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Autoliv Liability and any Delphi Technologies Veoneer Liability, as applicable); or (iviii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (b) shall release Aptiv Autoliv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv Autoliv Group or the Delphi Technologies Veoneer Group on or prior to the Distribution Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv Autoliv immediately prior to the Distribution Effective Time pursuant to indemnification obligations existing as of the Distribution Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Liability, Delphi Technologies shall indemnify Aptiv for such Liability (including Aptiv’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.. (e) Aptiv Autoliv shall not make, and shall not permit any member of the Aptiv Autoliv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies Veoneer or any member of the Delphi Technologies Veoneer Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies Veoneer shall not make, and shall not permit any member of the Delphi Technologies Veoneer Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv Autoliv or any member of the Aptiv Autoliv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j4.4(j), any breach of the provisions of this Section 5.1 by either Aptiv Autoliv or Delphi Technologies Veoneer shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Aptiv Autoliv does hereby, for itself and each other member of the Aptiv Autoliv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesVeoneer, the respective members of the Delphi Technologies Veoneer Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies Veoneer Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Autoliv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Aptiv Autoliv Business, the Aptiv Autoliv Assets or Aptiv the Autoliv Liabilities. (b) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Delphi Technologies Veoneer does hereby, for itself and each other member of the Delphi Technologies Veoneer Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies Veoneer Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) AptivAutoliv, the respective members of the Aptiv Autoliv Group, their respective Affiliates (other than any member of the Delphi Technologies Veoneer Group), successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Autoliv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Delphi Technologies Veoneer Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case of for this clause (C), to the extent relating to, arising out of or resulting from the Delphi Technologies Veoneer Business, the Delphi Technologies Veoneer Assets or the Delphi Technologies Veoneer Liabilities. (c) Nothing contained in Section 5.1(a) or (bSection 5.1(b) shall impair or otherwise affect any right of any Person Party and, as applicable, a member of such Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified contemplated in Section 2.3(b) this Agreement or (c) or in any Ancillary Agreement to continue in effect after the applicable schedules hereto as not to terminate as of the Distribution Effective Time. In addition, in each case in accordance with its terms. Nothing nothing contained in Section 5.1(a) or (bSection 5.1(b) shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with the Master Transfer Agreement (including any Autoliv Liability provided in or resulting from and any agreement among any members of the Delphi Technologies Group or the Aptiv Group that is specified in Section 2.3(b) or (c) Veoneer Liability, as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time, including, for the avoidance of doubt, resulting from the Trade Intercompany Accounts and Trade Intercompany Arrangementsapplicable); (ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the Aptiv Group, on the one hand, and any member of the Delphi Technologies Group, on the other hand; (iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Aptiv Autoliv Liability and any Delphi Technologies Veoneer Liability, as applicable); or (iviii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement. (d) In addition, nothing contained in Section 5.1(a) or (bSection 5.1(b) shall release Aptiv Autoliv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Aptiv Autoliv Group or the Delphi Technologies Veoneer Group on or prior to the Distribution Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Aptiv Autoliv immediately prior to the Distribution Effective Time pursuant to indemnification obligations existing as of the Distribution Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Delphi Technologies Liability, Delphi Technologies shall indemnify Aptiv for such Liability (including Aptiv’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.. (e) Aptiv Autoliv shall not make, and shall not permit any member of the Aptiv Autoliv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Delphi Technologies Veoneer or any member of the Delphi Technologies Veoneer Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Delphi Technologies Veoneer shall not make, and shall not permit any member of the Delphi Technologies Veoneer Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Aptiv Autoliv or any member of the Aptiv Autoliv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (f) Notwithstanding Section 4.3(j4.4(j), any breach of the provisions of this Section 5.1 by either Aptiv Autoliv or Delphi Technologies Veoneer shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.