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

Release of Claims Prior to External Distribution. (a) Except as provided in Section 7.1(c), effective as of the Effective Time, Controlled does hereby, for itself and each other member of the RemainCo Group, their respective Affiliates (other than any member of the SpinCo Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the RemainCo Group (in each case, in their respective capacities as such), release and forever discharge EESLP, the respective members of the SpinCo Group, their respective Affiliates (other than any member of the RemainCo Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo 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 (other than Liabilities subject to indemnification under Section 7.3), whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the transactions related to or undertaken in connection with the Internal Distribution and the External Distribution and all other activities to implement the Internal Distribution and the External Distribution or contemplated hereunder.

Release of Claims Prior to External Distribution. (a) Except as provided in Section 7.1(c), effective as of the Effective Time, Controlled does hereby, for itself and each other member of the RemainCo Group, their respective Affiliates (other than any member of the SpinCo Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the RemainCo Group (in each case, in their respective capacities as such), release and forever discharge EESLP, EESLP and the respective members of the SpinCo Group, their respective Affiliates (other than any member of the RemainCo Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo RemainCo 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 (other than Liabilities subject to indemnification under Section 7.3), whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the transactions related to or undertaken in connection with the Internal Distribution and the External Distribution and all other activities to implement the Internal Distribution and the External Distribution or contemplated hereunder.