Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, to the fullest extent permitted by law, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth 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 right of contribution), whether arising under any contract, tort 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 from the beginning of time up to the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents.
(b) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, Genworth does hereby for itself and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as such), remise, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), and their r...
Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution Time, B&W does hereby, for itself and each other member of the B&W Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the B&W Group (in each case, in their respective capacities as such), remise, release and forever discharge MII, each member of the MII Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the MII 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 to B&W and each other member of the B&W Group, whether at law or in equity (including any right of contribution), 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 at or before the Distribution Time, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution.
(b) Except as provided in Section 3.1(c), effective as of the Distribution Time, MII does hereby, for itself and each other member of the MII Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the MII Group (in each case, in their respective capacities as such), remise, release and forever discharge B&W, each member of the B&W Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the B&W 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 to MII and each other member of the MII Group, whether at law or in equity (including any right of contribution), 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 condi...
Release of Pre-Closing Claims. (a) Except as provided in Section 4.01(c) and Section 4.03, effective as of the Effective Date, the Company does hereby, for itself and for each member of the Company Group as of the Effective Date and their respective successors and assigns and all Persons who at any time prior to the Effective Date, have been directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), release and forever discharge Pfizer and each member of the Pfizer Group, and all Persons who at any time prior to the Effective Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Pfizer 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 Effective 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 4.01(c) and Section 4.02, effective as of the Effective Date, Pfizer does hereby, for itself and for each member of the Pfizer Group as of the Effective Date and their respective successors and assigns and all Persons who at any time prior to the Effective Date, have been directors, officers, agents or employees of any member of the Pfizer Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company and each member of the Company Group as of the Effective Date, and all Persons who at any time prior to the Effective Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Company 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 un...
Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c), effective as of the Distribution Date, Cohesant shall, for itself and each other Cohesant Entity, remise, release and forever discharge each Spinco Entity from any and all Liabilities whatsoever owing to any Cohesant Entity, whether at law or in equity (including any right of contribution), 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 on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring and the Distribution.
(b) Except as provided in Section 5.01(c), effective as of the Distribution Date, Spinco shall, for itself and each Spinco Entity, remise, release and forever discharge each Cohesant Entity from any and all Liabilities whatsoever owing to any Spinco Entity, whether at law or in equity (including any right of contribution), 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 on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring and the Distribution.
(c) Nothing contained in Sections 5.01(a) or (b) shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, any other Transaction Agreement or any Contract between any Spinco Entity and any Cohesant Entity that does not terminate as of the Distribution Date, in each case in accordance with its terms. In addition, nothing contained in Section 5.01(a) or (b) shall release any Person from:
(i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date;
(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as the case may be, in accordance with, or any other Liability of such Person under, this A...
Release of Pre-Closing Claims. (a) Except as set forth in Section 9.11 of the Newhall Disclosure Schedule, effective as of the Closing, each of the Newhall Companies releases all obligations any of the Investors or any of their respective Affiliates has or may have to acquire equity, or otherwise provide equity or debt financing, Guarantees (including bonding and other forms of credit support) or other financial support for any of the Newhall Companies or any of their Subsidiaries.
(b) Except as set forth in Section 9.11 of the Hunters Point Disclosure Schedule or as set forth in the Hunters Point Agreement, effective as of the Closing, each Hunters Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Hunters Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), 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 at or before the Closing.
(c) Effective as of the Closing, except as set forth in Section 9.11 of the El Toro Disclosure Schedule, each El Toro Investor does hereby, for itself and each of its Affiliates, release and forever discharge the El Toro Entities and the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), 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 at or before the Closing, other than Liabilities under the El Toro LLC Agreement.
(d) Except as set forth in Section 9.11 of the Five Point Disclosure Schedule, effective as of the Closing, each Five Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), 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 fa...
Release of Pre-Closing Claims. (a) Except as provided in Section 15.3 and Sections 5.1(i), 5.10(b), 11.3 and 12.5 and any agreements entered into pursuant to Section 10.3 or Section 12.8, effective as of the date of the Distribution, Parent shall, for itself and each of its affiliates, release and forever discharge Splitco and RMT Partner and each of their respective affiliates from any and all liabilities whatsoever owing to Parent and each of its affiliates, whether at law or in equity (including any right of contribution), 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 on or before the date of the Distribution, whether or not known as of such date, including in connection with the transactions contemplated hereby.
(b) Except as provided in Section 15.2, effective as of the date of the Distribution, each of Splitco and RMT Partner shall, for itself and each of its affiliates, release and forever discharge Parent and each of its affiliates from any and all liabilities whatsoever owing to Splitco or RMT Partner or any of their respective affiliates, whether at law or in equity (including any right of Contribution), 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 on or before the date of the Distribution, whether or not known as of such date, including in connection with the transactions contemplated hereby.
(c) Nothing contained in Section 15.6 or this Section 15.7 shall impair any right of any Person to enforce this Agreement or any Collateral Agreement or any agreements entered into pursuant to Section 10.3 or Section 12.8 or any covenants or agreements contained herein that survive the Closing pursuant to Section 15.1, in each case in accordance with its terms.
(d) Nothing contained in this Section 15.7 or Section 15.6 shall release any Person from:
(i) any liability, contingent or otherwise, assumed, transferred, assigned or allocated to a party, its subsidiaries or its affiliates in accordance with, or any other liability of a party or its affiliates under this Agreement or any Collateral Agreement;
(ii) any liability that the parties may have with respect to indemnification pur...
Release of Pre-Closing Claims. (a) Except as provided in Section 10.1(c), effective as of the Closing Date, CONVERGYS does hereby, for itself and each of its Affiliates, successors and assigns, and all persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of CONVERGYS (in each case, in their respective capacities as such), remise, release and forever discharge each of CBI and its Affiliates, successors and assigns, and all persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of CBI (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all liabilities
Release of Pre-Closing Claims. Except as provided in Section 5.1(c), effective as of the Closing Date, Lucent does hereby, for itself and each other member of the Lucent Group, their respective Affiliates (other than any member of the AT&T Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of any member of the Lucent Group (in each case, in their respective capacities as such), remise, release and forever discharge each of AT&T and NCR, the respective members of the AT&T Services Group and the NCR Group, their respective Affiliates (other than any member of the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of any member of the AT&T Services Group or the NCR 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 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 Closing Date, including in connection with the transactions and all other activities to implement any of the Separation, the IPO and the Distribution.
Release of Pre-Closing Claims. Except as provided in Section 5.01(c), effective as of the Distribution Date, NSAM does hereby, for itself and each other member of the NSAM Group, their respective Affiliates (other than any member of the NorthStar Realty Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NSAM Group (in each case, in their respective capacities as such), release and forever discharge NorthStar Realty and the other members of the NorthStar Realty Group, their respective Affiliates (other than any member of the NSAM Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NorthStar Realty Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities (other than Excluded Liabilities) to or of the NSAM Group whatsoever, 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 Distribution Date, including in connection with the transactions and all other activities to implement the Separation or the Distribution.
Release of Pre-Closing Claims. Each member of the Alcoa Group and each of their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees, hereby remise, release and forever discharge and undertake to hold harmless each member of the Xxxxxxx Group and each of their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees, and their respective heirs, executors, administrators, successors and assigns (the “Xxxxxxx Released Parties”), from any and all liabilities (including environmental liabilities), whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, relating to, or arising out of the conduct of business by Alcoa Alumínio or ALAHC or the actions or omissions of any Xxxxxxx Released Party relating to such businesses, whether or not known as of the Closing Date. Each member of the Xxxxxxx Group and each of their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees, hereby remise, release and forever discharge each member of the Alcoa Group, Alcoa Alumínio and ALAHC and each of their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees, and their respective heirs, executors, administrators, successors and assigns (the “Alcoa Released Parties”), from any and all liabilities, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, relating to, or arising out of the conduct of business by Alcoa Alumínio or ALAHC or the actions or omissions of any Alcoa Released Party relating to such businesses, whether or not known as of the Closing Date. The foregoing provisions shall not operate as a release of any claims or liabilities arising out of a breach by a party hereto of any of its covenants or agreements or representations or warranties set forth in this Agreement. Further, the release set forth in the second sentence of this Section shall not operate as a release of or affect the hold harmless covenant set forth in the first sentence of this Section.
