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

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 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. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c15.05(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 DateEffective Time, to the fullest extent permitted by lawNewco, the Company does hereby for itself itself, its Subsidiaries and each HippoRx Entity and RhinoRx Entity and their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, members, agents or employees of the Company a HippoRx Entity or RhinoRx Entity (in each case, in their respective capacities as such), voluntarilyhereby remises, knowingly unconditionally remise, release releases and forever discharge Genworth discharges each of Hippo and Rhino and their respective Subsidiaries (other than the HippoRx Entities and the other members of the Genworth GroupRhinoRx Entities, respectively), their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the Genworth Group Hippo or Rhino (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 at or before the beginning Effective Time, whether or not known as of time up to the Closing DateEffective Time, 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(c15.05(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 DateEffective Time, Genworth does hereby each of Hippo and Rhino, for itself and each of its Subsidiaries (other than any HippoRx Entity or RhinoRx Entity) and their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of Genworth Hippo or Rhino or such Subsidiaries (in each case, in their respective capacities as such), remisehereby remises, release releases and forever discharge discharges each of Newco and its Subsidiaries (including the Company, the respective members of the Company GroupHippoRx Entities and RhinoRx Entities), their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of any member of the Company Group Newco and such Subsidiaries (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 at or before the beginning Effective Time, whether or not known as of time up to the Closing DateEffective Time, 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. (c) Nothing contained in Section 6.1(a15.05(a) or Section 6.1(b15.05(b) shall impair any right of any Person to enforce this Agreement the Transaction Agreements or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.04(b) or Section 3.04(b) as surviving the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a15.05(a) or Section 6.1(b15.05(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among Hippo or its Subsidiaries or Rhino or its Subsidiaries, on the one hand, and Newco, any HippoRx Entity or any RhinoRx Entity, on the other hand, that is specified in Section 2.04(b) or Section 3.04(b) as surviving the Closing Date, or any other Liability specified in such Sections as surviving the Closing Date; or (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to Hippo, Rhino, Newco, the Group HippoRx Entities, the RhinoRx Entities or any of which such Person is a member their respective Subsidiaries in accordance with, or any other Liability of any member of any Group such Person under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Agreements. (d) The Company shall not make, If an Indemnified Party receives any payment from an Indemnifying Party in respect of Damages and shall not permit any member the Indemnified Party could have recovered all or a part of such Damages from a Third Party based on the Company Group to make, any underlying claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, demand asserted against Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Indemnifying Party, each then such Indemnified Party shall cause each member transfer such of its respective Group rights to execute and deliver releases reflecting proceed against such Third Party as are necessary to permit such Indemnifying Party to recover from such Third Party the provisions hereofamount of such payment.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.1(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 DateDistribution Time, to the fullest extent permitted by lawSpinCo does hereby, 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 each other member 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 SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date Distribution Time have been stockholders, directors, officers, agents or employees of any member of the Genworth SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCo, each member of the RemainCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group), directors, officers, agents or employees of any member of the 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 whatsoeverwhatsoever to SpinCo and each other member of the SpinCo Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, 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 at or before the beginning of time up to the Closing DateDistribution Time, including without limitation in connection with the transactions and all other activities to implement the IPO Transactionsany Prior Transfers, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.1(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 DateDistribution Time, Genworth RemainCo does hereby 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 other member of the Company RemainCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date Distribution Time have been stockholders, directors, officers, agents or employees of any member of the Company RemainCo Group (in each case, in their respective capacities as such), remise, release and forever discharge SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), 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 whatsoeverwhatsoever to RemainCo and each other member of the RemainCo Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, 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 at or before the beginning of time up to the Closing DateDistribution Time, including without limitation in connection with the transactions and all other activities to implement the IPO Transactionsany Prior Transfers, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in this Agreement, including in Section 6.1(a3.1(a) or and Section 6.1(b) 3.1(b), shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement, any of the Continuing Agreements or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement, any Ancillary Agreement or any Transaction Document, in each case in accordance with its termsof the Continuing Agreements. Nothing contained in this Agreement, including in Section 6.1(a3.1(a) or and Section 6.1(b) 3.1(b), shall release any Person from: (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated (by an agreement to provide indemnification or otherwise) to the Group of which such Person is a member in accordance with, or any other Liability of any member of any that Group under, this Agreement or any Transaction DocumentAncillary Agreement; (ii) any Liability that such Person may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of the Ancillary Agreements; (iii) any unpaid accounts payable arising from or relating to the sale, leaseprovision, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business (A) by a member of one Group from a any member of the other RemainCo Group that is not a party to the Intergroup Payables Agreement from any member of the SpinCo Group, or (B) by any member of the SpinCo Group that is not a party to the Intergroup Payables Agreement from any member of the RemainCo Group, in each case pursuant to any agreement entered into in the ordinary course of business on arms-length terms prior to the Closing Distribution Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company such Person may have pursuant to any of the Continuing Agreements, it being agreed that all obligations, under each of the Continuing Agreements, of each member of the RemainCo Group and of the SpinCo Group, are hereby reaffirmed by RemainCo on its own behalf and on behalf of each member of the RemainCo Group and by SpinCo on its own behalf and on behalf of each member of the SpinCo Group; (v) any Liability the release of which would result in the release of any Person other than (A) RemainCo, each member of the RemainCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group), directors, officers, agents or employees of any member of the RemainCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns or (B) SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), 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; provided that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)such Liability. (d) The Company SpinCo shall not make, and shall not permit any member of the Company SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against RemainCo or any member of the RemainCo Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). RemainCo shall not make, and shall not permit any member of the RemainCo 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 Genworth SpinCo or any member of the Genworth SpinCo Group, or any other Person released pursuant to Section 6.1(a3.1(b), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b3.1(b). (e) It is the intent of each of Genworth RemainCo and the Company, SpinCo by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 3.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on at or before the Closing DateDistribution Time, between or among the Company SpinCo or any member of the Company SpinCo Group, on the one hand, and Genworth RemainCo or any member of the Genworth RemainCo Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on at or before the Closing DateDistribution Time), except as expressly set forth in Sections 6.1(a), (b) and (cSection 3.1(c). At any time, at the reasonable request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.1(c) Section 6.1(cand 5.1(d), (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 IPO Closing Date, to the fullest extent permitted by lawSunCoke does hereby, 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 each other member 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 SunCoke Group, their respective AffiliatesAffiliates (other than any member of the Sunoco Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth SunCoke Group (in each case, in their respective capacities as such), remise, release and forever discharge Sunoco and the members of the Sunoco Group, their respective Affiliates (other than any member of the SunCoke Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the Sunoco 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the IPO 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 Separation, the IPO and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.1(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 IPO Closing Date, Genworth Sunoco does hereby hereby, for itself and each other member of the Sunoco Group, their respective Affiliates (other than any member of the SunCoke Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholders, directors, officers, agents or employees of Genworth any member of the Sunoco Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanySunCoke, the respective members of the Company SunCoke Group, their respective AffiliatesAffiliates (other than any member of the Sunoco Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the Company SunCoke 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the IPO 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 Separation, the IPO and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any other Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable Schedules thereto not to terminate as of the IPO Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Sunoco Group or the SunCoke Group that is specified in Section 2.8(b) or the applicable Schedules thereto as not to terminate as of the IPO Closing Date, or any other Liability specified in such Section 2.8(b) as not to terminate as of the IPO Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Documentother Ancillary Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the IPO Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Transaction DocumentsAncillary Agreements; (vi) any liability for any intercompany receivable intended to be repaid as described in Section 2.13(b).; or (vii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1. In addition, nothing contained in Section 5.1(a) shall release Sunoco from honoring its existing obligations to indemnify any director, officer or employee of SunCoke who was a director, officer or employee of Sunoco on or prior to the IPO Closing Date, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to then existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SunCoke Liability, SunCoke shall indemnify Sunoco for such Liability (including Sunoco’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (d) The Company SunCoke shall not make, and shall not permit any member of the Company SunCoke 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 Genworth Sunoco or any member of the Genworth Sunoco Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth Sunoco shall not, and shall not permit any member of the Genworth Sunoco 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 the Company SunCoke or any member of the Company SunCoke Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth Sunoco and the CompanySunCoke, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the IPO Closing Date, between or among the Company SunCoke or any member of the Company SunCoke Group, on the one hand, and Genworth Sunoco or any member of the Genworth SunCoke Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the IPO Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c8.2 and Section 8.5(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 DateContribution Closing, to the fullest extent permitted by lawWhiteWave does hereby, 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 for each other WhiteWave Group Member as of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remiseContribution Closing, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assignseach Xxxx Foods Group Member, and all Persons who at any time prior to the Contribution Closing Date have been stockholders, directors, officers, managers, members or agents or employees of any member of the Genworth Xxxx Foods Group Member (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 law or in equity (including any right of contribution), whether arising under any contract, tort Contract or agreement, by operation of Law 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 in each case at or before the beginning of time up to the Closing DateContribution Closing, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Contribution and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (b) Except as provided in (i) Section 6.1(c8.1 and Section 8.5(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 DateContribution Closing, Genworth Xxxx Foods does hereby hereby, for itself and all Persons who at any time prior to for each other Xxxx Foods Group Member as of the Closing Date have been stockholders, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as such), remiseContribution Closing, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates, successors and assignseach WhiteWave Group Member, and all Persons who at any time prior to the Contribution Closing Date have been stockholders, directors, officers, managers, members or agents or employees of any member of the Company WhiteWave Group Member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, administrators successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case at or before the beginning of time up to the Closing DateContribution Closing, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Contribution and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (c) Nothing contained in Section 6.1(a8.5(a) or Section 6.1(b8.5(b) shall impair any right of any Person to enforce this Agreement Agreement, any Ancillary Document or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable Schedules thereto not to terminate as of the Contribution Closing, in each case in accordance with its terms. Nothing contained in Section 6.1(a8.5(a) or Section 6.1(b8.5(b) shall release any Person from: (i) any LiabilityLiability provided in or resulting from any agreement among any Xxxx Foods Group Members or WhiteWave Group Members that is specified in Section 2.8(b) or the applicable Schedules thereto as not to terminate as of the Separation Date, contingent or otherwise, any other Liability specified in such Section 2.8(b) as not to terminate as of the Separation Date; (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of Person in any Group under, this Agreement or any Transaction Ancillary Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of Person in one Group from a member of Person in the other Group prior to the Closing Separation Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of Person in one Group at the request or on behalf of a member of Person in the other Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI 8 and, if applicable, the appropriate provisions of the Transaction Ancillary Documents); or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 8.5. (d) The Company WhiteWave shall not makenot, and shall not permit any member of the Company other WhiteWave Group to makeMember to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth or any member of the Genworth GroupXxxx Foods Group Member, or any other Person released pursuant to Section 6.1(a8.5(a), with respect to any Liabilities released pursuant to Section 6.1(a8.5(a). Genworth Xxxx Foods shall not, and shall not permit any member of the Genworth Groupother Xxxx Foods Group Member to, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against the Company or any member of the Company GroupWhiteWave Group Member, or any other Person released pursuant to Section 6.1(b8.5(b), with respect to any Liabilities released pursuant to Section 6.1(b8.5(b). (e) It is the intent of each of Genworth Xxxx Foods and the CompanyWhiteWave, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)8.5, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Closing Separation Date, between or among the Company or any member of the Company GroupWhiteWave Group Member, on the one hand, and Genworth or any member of the Genworth GroupXxxx Foods Group Member, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members Persons on or before the Closing Separation Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 8.5(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of Person in its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.1(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 IPO Closing Date, to the fullest extent permitted by lawTODCO does hereby, 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 each other member 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 TODCO Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth TODCO Group (in each case, in their respective capacities as such), remise, release and forever discharge Transocean, each member of the Transocean Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the Transocean Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to TODCO and each other member of the TODCO Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the IPO Closing Date, including without limitation in connection with the transactions and all other activities to implement any Prior Transfers, the Separation, the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.1(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 IPO Closing Date, Genworth Transocean does hereby 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 other member of the Company Transocean Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company Transocean Group (in each case, in their respective capacities as such), remise, release and forever discharge TODCO, each member of the TODCO Group, and their respective Affiliates, successors and assigns, and all shareholders, directors, officers, agents or employees of any member of the TODCO Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to Transocean and each other member of the Transocean Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the IPO Closing Date, including without limitation in connection with the transactions and all other activities to implement Prior Transfers, the Separation, the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a3.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, in each case in accordance with its termsarrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Nothing contained in Section 6.1(a3.1(a) or Section 6.1(b(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, or any other Liability of any member of any either Group under, this Agreement or any Transaction DocumentAncillary Agreement; (ii) any Liability for that the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI III and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; (iii) any Liability the release of which would result in the release of any Person other than an Indemnitee; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee with respect to such Liability; or (iv) any Liability with respect to the TODCO Debt Obligations. (d) The Company TODCO shall not make, and shall not permit any member of the Company TODCO Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against Transocean or any member of the Transocean Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). Transocean shall not make, and shall not permit any member of the Transocean 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 Genworth TODCO or any member of the Genworth TODCO Group, or any other Person released pursuant to Section 6.1(a3.1(b), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b3.1(b). (e) It is the intent of each of Genworth Transocean and the Company, TODCO by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 3.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the IPO Closing Date, between or among the Company TODCO or any member of the Company TODCO Group, on the one hand, and Genworth Transocean or any member of the Genworth Transocean Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the IPO Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 3.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, to the fullest extent permitted by lawAAMC does hereby, 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 each other member 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 AAMC Group, their respective AffiliatesAffiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth AAMC Group (in each case, in their respective capacities as such), release and forever discharge ALTISOURCE and the other members of the ALTISOURCE Group, their respective Affiliates (other than any member of the AAMC Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the ALTISOURCE 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, Genworth ALTISOURCE does hereby 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 other member of the Company ALTISOURCE Group, their respective AffiliatesAffiliates (other than any member of the AAMC Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company ALTISOURCE Group (in each case, in their respective capacities as such), release and forever discharge AAMC, the other members of the AAMC Group, their respective Affiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the AAMC 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.03(b) not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the ALTISOURCE Group or the AAMC Group that is specified in Section 2.03(b) as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.03(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties or the members of their respective Groups or any of their respective Subsidiaries or Affiliates or any of the respective directors, officers, employees or agents of any of the foregoing by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.01. In addition, nothing contained in Section 6.01(a) shall release ALTISOURCE from honoring its existing obligations to indemnify any director, officer or employee of AAMC or any of its Subsidiaries on or prior to the Distribution Date who was a director, officer or employee of ALTISOURCE or any of its Subsidiaries on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving ALTISOURCE or any of its Subsidiaries and was entitled to such indemnification pursuant to then existing obligations. (d) The Company AAMC shall not make, and shall not permit any other member of the Company AAMC 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 Genworth ALTISOURCE or any other member of the Genworth ALTISOURCE Group, or any other Person released pursuant to Section 6.1(a6.01(a), with respect to any Liabilities released pursuant to Section 6.1(a6.01(a). Genworth ALTISOURCE shall not, and shall not permit any other member of the Genworth ALTISOURCE 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 the Company AAMC or any other member of the Company AAMC Group, or any other Person released pursuant to Section 6.1(b6.01(b), with respect to any Liabilities released pursuant to Section 6.1(b6.01(b). (e) It is the intent of each of Genworth ALTISOURCE and the CompanyAAMC, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)6.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company AAMC or any other member of the Company AAMC Group, on the one hand, and Genworth ALTISOURCE or any other member of the Genworth ALTISOURCE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 6.01(c). At any time, at the reasonable request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, to the fullest extent permitted by lawWireline does, 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 each other wholly owned member of the Company Wireline Group, their respective successors and assigns (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and each of NTELOS, the other wholly owned members of the Genworth NTELOS 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 assigns (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 by the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Internal Transactions, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, Genworth does hereby NTELOS does, for itself and all Persons who at any time prior to each wholly owned member of the Closing Date have been stockholdersNTELOS Group, directors, officers, agents or employees of Genworth their respective successors and assigns (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyWireline, the respective wholly owned members of the Company Wireline 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 assigns (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 by the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Internal Transactions, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b6.01(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b) shall will release any Person from: (i) any LiabilityLiability provided in or resulting from any agreements, contingent arrangements, commitments or otherwiseunderstandings among any members of the NTELOS Group and the Wireline Group, including the Ancillary Agreements, except for those items that are set forth on Schedule 2.03 or as otherwise provided on Schedule 2.08. (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such the Person is a member in accordance with, or any other Liability of any member of any that Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on that a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Party may have with respect to indemnification or contribution pursuant to under this Agreement or otherwise, including any Ancillary Agreement for claims brought against Genworth and the Company by third Persons (Persons, which third person claims shall Liability will be governed by the provisions of this Article VI 6 and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any assignor Liability retained by the assignor of a Mixed Contract assigned under Section 2.06. (d) The Company shall Wireline will not make, and shall will not permit any member of the Company Wireline Group to make, any claim or demand, or commence begin any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth NTELOS or any member of the Genworth NTELOS Group, or any other Person released pursuant to under Section 6.1(a6.01(a), with respect to any Liabilities released pursuant to under Section 6.1(a6.01(a). Genworth shall notNTELOS will not make, and shall will not permit any member of the Genworth GroupNTELOS Group to make, to make any claim or demand, or commence begin any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Wireline or any member of the Company Wireline Group, or any other Person released pursuant to under Section 6.1(b6.01(b), with respect to any Liabilities released pursuant to under Section 6.1(b6.01(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of Nothing contained in this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete Article 6 will release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company NTELOS or any member of the Company GroupNTELOS Group from honoring their existing obligations to indemnify any director, on the one hand, and Genworth officer or employee of Wireline or any member of the Genworth GroupWireline Group who was a director, on officer or employee of NTELOS or any member of the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on NTELOS Group at or before the Closing Date)Distribution Time, except as expressly set forth in Sections 6.1(a)to the extent the director, (b) and (c). At any time, at officer or employee was entitled to the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofindemnification under then existing obligations.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, to the fullest extent permitted by lawNRE does hereby, 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 each other member 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 NRE Group, their respective AffiliatesAffiliates (other than any member of the NRF Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Genworth NRE Group (in each case, in their respective capacities as such), release and forever discharge NRF and the other members of the NRF Group, their respective Affiliates (other than any member of the NRE 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 NRF 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 NRE Group whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort Contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, Genworth NRF does hereby 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 other member of the Company NRF Group, their respective AffiliatesAffiliates (other than any member of the NRE Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Company NRF Group (in each case, in their respective capacities as such), release and forever discharge NRE, the other members of the NRE Group, their respective Affiliates (other than any member of the NRF 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 NRE Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities to or of the NRF Group whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort Contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.03(b) not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the NRF Group or the NRE Group that is specified in Section 2.03(b) as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.03(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties or the members of their respective Groups or any of their respective Subsidiaries or Affiliates or any of the respective directors, officers, employees or agents of any of the foregoing by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01. In addition, nothing contained in Section 5.01(a) shall release NRF from honoring its existing obligations to indemnify any director, officer or employee of NRE or any of its Subsidiaries on or prior to the Distribution Date who was a director, officer or employee of NRF or any of its Subsidiaries on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving NRF or any of its Subsidiaries and was entitled to such indemnification pursuant to then-existing obligations. (d) The Company NRE shall not make, and shall not permit any other member of the Company NRE 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 Genworth NRF or any other member of the Genworth NRF Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities released pursuant to Section 6.1(a5.01(a). Genworth NRF shall notnot make, and shall not permit any other member of the Genworth GroupNRF Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company NRE or any other member of the Company NRE Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities released pursuant to Section 6.1(b5.01(b). (e) It is the intent of each of Genworth NRF and the CompanyNRE, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company NRE or any other member of the Company NRE Group, on the one hand, and Genworth NRF or any other member of the Genworth NRF Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.01(c). At any time, at the reasonable request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, to the fullest extent permitted by lawALTISOURCE does hereby, 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 each other member 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 ALTISOURCE Group, their respective AffiliatesAffiliates (other than any member of the OCWEN Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth ALTISOURCE Group (in each case, in their respective capacities as such), release and forever discharge OCWEN and the other members of the OCWEN Group, their respective Affiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the OCWEN 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, Genworth OCWEN does hereby 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 other member of the Company OCWEN Group, their respective AffiliatesAffiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company OCWEN Group (in each case, in their respective capacities as such), release and forever discharge ALTISOURCE, the other members of the ALTISOURCE Group, their respective Affiliates (other than any member of the OCWEN Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the ALTISOURCE 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.03(b) not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the OCWEN Group or the ALTISOURCE Group that is specified in Section 2.03(b) as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.03(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties or the members of their respective Groups or any of their respective Subsidiaries or Affiliates or any of the respective directors, officers, employees or agents of any of the foregoing by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01. In addition, nothing contained in Section 5.01(a) shall release OCWEN from honoring its existing obligations to indemnify any director, officer or employee of ALTISOURCE or any of its Subsidiaries on or prior to the Distribution Date who was a director, officer or employee of OCWEN or any of its Subsidiaries on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving OCWEN or any of its Subsidiaries and was entitled to such indemnification pursuant to then existing obligations. (d) The Company ALTISOURCE shall not make, and shall not permit any other member of the Company ALTISOURCE 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 Genworth OCWEN or any other member of the Genworth OCWEN Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities released pursuant to Section 6.1(a5.01(a). Genworth OCWEN shall not, and shall not permit any other member of the Genworth OCWEN 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 the Company ALTISOURCE or any other member of the Company ALTISOURCE Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities released pursuant to Section 6.1(b5.01(b). (e) It is the intent of each of Genworth OCWEN and the CompanyALTISOURCE, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company ALTISOURCE or any other member of the Company ALTISOURCE Group, on the one hand, and Genworth OCWEN or any other member of the Genworth OCWEN Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.01(c). At any time, at the reasonable request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c15.1(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 lawHRI does, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directorsits successors and assigns, 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 Medaphis, the other members of the Genworth Medaphis Group, their respective AffiliatesAffiliates (other than HRI), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth Medaphis Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverto HRI, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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(c15.1(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 Medaphis does, for itself and all Persons who at any time prior to each other member of the Closing Date have been stockholdersMedaphis Group, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as suchAffiliates (other than HRI), successors and assigns, remise, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates, successors and assignsHRI, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company Group HRI (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverto Medaphis or any of the Medaphis Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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. (c) Nothing contained in Section 6.1(a15.1(a) or Section 6.1(b(b) shall impair any obligation under this Agreement or any Ancillary Agreement or any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreement. (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, to the fullest extent permitted by lawEmbarq does, 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 each other wholly owned member of the Company Embarq Group, their respective successors and assigns (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and each of Sprint, the other wholly owned members of the Genworth Sprint 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 assigns (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 by the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, Genworth does hereby Sprint does, for itself and all Persons who at any time prior to each wholly owned member of the Closing Date have been stockholdersSprint Group, directors, officers, agents or employees of Genworth their respective successors and assigns (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyEmbarq, the respective wholly owned members of the Company Embarq 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 assigns (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 by the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b6.01(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b) shall will release any Person from: (i) any LiabilityLiability provided in or resulting from any agreements, contingent arrangements, commitments or otherwiseunderstandings among any members of the Sprint Group and the Embarq Group, including the Ancillary Agreements, except for those items that are set forth on Schedule 2.03 or as otherwise provided on Schedule 2.08. (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such the Person is a member in accordance with, or any other Liability of any member of any that Group under, this Agreement agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on that a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Party may have with respect to indemnification or contribution pursuant to under this agreement or any Ancillary Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (Persons, which third person claims shall Liability will be governed by the provisions of this Article VI 6 and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any assignor Liability retained by the assignor of a Mixed Contract assigned under Section 2.06. (d) The Company shall Embarq will not make, and shall will not permit any member of the Company Embarq Group to make, any claim or demand, or commence begin any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth Sprint or any member of the Genworth Sprint Group, or any other Person released pursuant to under Section 6.1(a6.01(a), with respect to any Liabilities released pursuant to under Section 6.1(a6.01(a). Genworth shall notSprint will not make, and shall will not permit any member of the Genworth GroupSprint Group to make, to make any claim or demand, or commence begin any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Embarq or any member of the Company Embarq Group, or any other Person released pursuant to under Section 6.1(b6.01(b), with respect to any Liabilities released pursuant to under Section 6.1(b6.01(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of Nothing contained in this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete Article 6 will release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company Sprint or any member of the Company GroupSprint Group from honoring their existing obligations to indemnify any director, on the one hand, and Genworth officer or employee of Embarq or any member of the Genworth GroupEmbarq Group who was a director, on officer or employee of Sprint or any member of the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on Sprint Group at or before the Closing Date)Distribution Time, except as expressly set forth in Sections 6.1(a)to the extent the director, (b) and (c). At any time, at officer or employee was entitled to the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofindemnification under then existing obligations.

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 Offerings Closing Date, to the fullest extent permitted by law, the Company does hereby hereby, for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees each other member 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 AffiliatesAffiliates (other than any member of the Parent Group), successors and assigns, and all Persons who at any time prior to the Offerings Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth Company Group (in each case, in their respective capacities as such), remise, release and forever discharge Parent, the members of the Parent Group its respective Affiliates (other than any member of the Company Group), successors and assigns, and all Persons who at any time prior to the Offerings Closing Date have been stockholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Offerings 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 Separation, the IPO and under the Transaction DocumentsDistribution. (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 Offerings Closing Date, Genworth Parent does hereby hereby, for itself and each other member of the Parent Group its respective Affiliates (other than any member of the Company Group), successors and assigns, and all Persons who at any time prior to the Offerings Closing Date have been stockholders, directors, officers, agents or employees of Genworth any member of the Parent Group (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 AffiliatesAffiliates (other than any member of the Parent Group), successors and assigns, and all Persons who at any time prior to the Offerings 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 respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Offerings 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 Separation, the IPO and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.5(b), in each case in accordance with its terms. Nothing In addition, nothing contained in Section 6.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Parent Group or the Company Group that is specified in Section 2.5(b) or any other Liability specified in such Section 2.5(b); (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the any other Group prior to the Offerings Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other another Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction DocumentsAncillary Agreements; or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi). (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth Parent, or any member of the Genworth Group, Parent Group or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth Parent shall not, and shall not permit any member of the Genworth Parent Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth Parent and the Company, Company by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 6.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Offerings Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth Parent, or any member of the Genworth Parent Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Offerings Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 6.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, to the fullest extent permitted by lawResidential does hereby, 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 each other member 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 Residential Group, their respective AffiliatesAffiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth Residential Group (in each case, in their respective capacities as such), release and forever discharge ALTISOURCE and the other members of the ALTISOURCE Group, their respective Affiliates (other than any member of the Residential Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the ALTISOURCE 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c6.01(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 Distribution Date, Genworth ALTISOURCE does hereby 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 other member of the Company ALTISOURCE Group, their respective AffiliatesAffiliates (other than any member of the Residential Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company ALTISOURCE Group (in each case, in their respective capacities as such), release and forever discharge Residential, the other members of the Residential Group, their respective Affiliates (other than any member of the ALTISOURCE Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the Residential 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.03(b) not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a6.01(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the ALTISOURCE Group or the Residential Group that is specified in Section 2.03(b) as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.03(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties or the members of their respective Groups or any of their respective Subsidiaries or Affiliates or any of the respective directors, officers, employees or agents of any of the foregoing by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.01. In addition, nothing contained in Section 6.01(a) shall release ALTISOURCE from honoring its existing obligations to indemnify any director, officer or employee of Residential or any of its Subsidiaries on or prior to the Distribution Date who was a director, officer or employee of ALTISOURCE or any of its Subsidiaries on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving ALTISOURCE or any of its Subsidiaries and was entitled to such indemnification pursuant to then existing obligations. (d) The Company Residential shall not make, and shall not permit any other member of the Company Residential 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 Genworth ALTISOURCE or any other member of the Genworth ALTISOURCE Group, or any other Person released pursuant to Section 6.1(a6.01(a), with respect to any Liabilities released pursuant to Section 6.1(a6.01(a). Genworth ALTISOURCE shall not, and shall not permit any other member of the Genworth ALTISOURCE 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 the Company Residential or any other member of the Company Residential Group, or any other Person released pursuant to Section 6.1(b6.01(b), with respect to any Liabilities released pursuant to Section 6.1(b6.01(b). (e) It is the intent of each of Genworth ALTISOURCE and the CompanyResidential, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)6.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company Residential or any other member of the Company Residential Group, on the one hand, and Genworth ALTISOURCE or any other member of the Genworth ALTISOURCE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 6.01(c). At any time, at the reasonable request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.1(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 Distribution Date, to the fullest extent permitted by lawSeahawk does hereby, 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 each other member 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 Seahawk Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Genworth Seahawk Group (in each case, in their respective capacities as such), remise, release and forever discharge Pride, each member of the Pride Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the Pride Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to Seahawk and each other member of the Seahawk Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactionsany Prior Transfers, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.1(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 Distribution Date, Genworth Pride does hereby 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 other member of the Company Pride Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Company Pride Group (in each case, in their respective capacities as such), remise, release and forever discharge Seahawk, each member of the Seahawk Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the Seahawk Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to Pride and each other member of the Pride Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law 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 on or before the beginning of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsPrior Transfers, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a3.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, in each case in accordance with its termsarrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Nothing contained in Section 6.1(a3.1(a) or Section 6.1(b(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, or any other Liability of any member of any either Group under, this Agreement, any Ancillary Agreement or any Transaction Documentother Contract among any members of the Pride Group and the Seahawk Group; (ii) any Liability for that the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI III and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iii) any Liability the release of which would result in the release of any Person other than an Indemnitee; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee with respect to such Liability. (d) The Company Seahawk shall not make, and shall not permit any member of the Company Seahawk Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against Pride or any member of the Pride Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). Pride shall not make, and shall not permit any member of the Pride 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 Genworth Seahawk or any member of the Genworth Seahawk Group, or any other Person released pursuant to Section 6.1(a3.1(b), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b3.1(b). (e) It is the intent of each of Genworth Pride and the Company, Seahawk by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 3.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company Seahawk or any member of the Company Seahawk Group, on the one hand, and Genworth Pride or any member of the Genworth Pride Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 3.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.1(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 lawuBid does hereby, the Company does hereby for itself and all Persons who at itself, its respective Affiliates (other than any time prior to the Closing Date have been directors, officers, agents or employees member of the Company (in each case, in their respective capacities as suchCCI Group), 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 uBid Group (in each case, in their respective capacities as such), remise, release and forever discharge each of CCI, its respective Affiliates (other than any member of the uBid Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of CCI (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors (b) Except as provided in Section 5.1(c), effective as of the Closing Date, CCI does hereby, for itself and its Affiliates (other than any member of the uBid Group), 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 CCI Group (in each case, in their respective capacities as such), remise, release and forever discharge uBid, the respective members of the uBid Group, their respective Affiliates (other than any member of the CCI Group), 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 uBid 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law law or otherwise, existing or arising from any all acts or and events occurring or failing to occur or alleged to have occurred or to have failed to occur or any and all conditions existing or alleged to have existed from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactionsor the Distribution, the Initial Public Offering between uBid 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 respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity CCI (including any right of contribution), whether arising under any contract, tort contractual arrangements 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 arrangements existing or alleged to have existed from the beginning of time up to exist between them on or before 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). (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement Agreement, any Ancillary Agreement, the Registration Rights Agreements or any Transaction Document, in each case in accordance with its termsthe Tax Indemnification and Allocation Agreement. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(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, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the any other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other another Group; or; (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Transaction DocumentsAncillary Agreements; or (v) in the case of uBid, outstanding unpaid amounts as of the Closing Date advanced to uBid for working capital and fixed asset purchases, which amounts will be repaid in full not later than 18 months following the Closing Date, with interest thereon payable monthly. (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (vi). (d) The Company uBid shall not make, and shall not permit any member of the Company uBid 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 Genworth CCI or any member of the Genworth Group, CCI Group or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth CCI shall not, and shall not permit any member of the Genworth CCI Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company uBid or any member of the Company uBid Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth CCI and the Company, uBid by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company uBid or any member of the Company uBid Group, on the one hand, and Genworth CCI or any member of the Genworth CCI Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except (i) as provided in (i) Section 6.1(c4.1(c), (ii) as may be otherwise provided in this Agreement, any exceptions to other Transaction Document or the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Purchase Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to Article V or pursuant to the Purchase Agreement or any other Transaction Document and this Agreementwithout limiting the rights of Buyer under the Purchase Agreement or any of the Transaction Documents, effective as of the Closing Date, to the fullest extent permitted by lawClosing, the Company does hereby NewCos do hereby, for itself themselves and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees each other member 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 NewCo 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 NewCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Seller and the other members of the Seller Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Seller Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assignsassigns (collectively, the “Seller Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law or otherwise, to the extent 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 at or prior to the Closing DateClosing, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsReorganization, the Initial Public Offering and any of the other transactions contemplated hereunder by this Agreement, the other Transaction Documents or the Purchase Agreement. Without limitation (other than those expressly set forth above), the foregoing release includes a release of any rights and under benefits with respect to such Liabilities that the Transaction DocumentsNewCos and each member of the NewCo Group, and their respective Affiliates, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, the NewCos hereby acknowledge that they are aware that factual matters now unknown to them may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and they further agree that this release has been negotiated and agreed upon in light of that awareness and they nevertheless hereby intend to release the Seller Released Persons from the Liabilities described in the first sentence of this Section 4.1(a). (b) Except (i) as provided in (i) Section 6.1(c4.1(c), (ii) as may be otherwise provided in this Agreement, any exceptions to other Transaction Document or the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Purchase Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to Article V or pursuant to the Purchase Agreement or any other Transaction Document and this Agreementwithout limiting the rights of the Seller under the Purchase Agreement or any of the Transaction Documents, effective as of the Closing DateClosing, Genworth Seller does hereby 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 other member of the Company Seller Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Seller Group (in each case, in their respective capacities as such), remise, release and forever discharge the NewCos, the respective members of the NewCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing have been directors, officers, agents or employees of any member of the Company NewCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assignsassigns (collectively, the “NewCo Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law or otherwise, to the extent 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 at or prior to the Closing DateClosing, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsReorganization, the Initial Public Offering and any of the other transactions contemplated hereunder by this Agreement, the other Transaction Documents or the Purchase Agreement. Without limitation (other than those expressly set forth above), the foregoing release includes a release of any rights and under benefits with respect to such Liabilities that Seller and each member of the Transaction DocumentsSeller Group, and their respective Affiliates, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle, which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Seller hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the NewCo Released Persons from the Liabilities described in the first sentence of this Section 4.1(b). (c) Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b4.1(b) shall impair or otherwise impact any right of any Person Party, and as applicable, any member of such Party’s Group, to enforce or make any claim under or in connection with this Agreement, any other Transaction Document, the Purchase Agreement or any Transaction DocumentContracts that are specified in Section 2.8(b), in each case in accordance with its terms. Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b4.1(b) shall release any Person from: (i) any Liability provided in, resulting from or in connection with (A) any Transaction Document, (B) the Purchase Agreement or (C) any Contract among any members of the Seller Group or the NewCo Group that is specified in Section 2.8(b) as not terminating as of the Closing; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group underunder this Agreement, this Agreement any other Transaction Document or any Transaction Documentthe Purchase Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used (x) in the ordinary course of business consistent with past practice by a member of one Group from a member of the other Group prior to the Closing DateClosing, or (y) by Seller or its Affiliates to Buyer or its Affiliates or Buyer or its Affiliates to Seller or its Affiliates; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability provided in or resulting from any Contract that Genworth is entered into after the Closing between any Party (and/or a member of such Party’s Group), on the one hand, and the Company other Party (and/or a member of the other Party’s Group), on the other hand; (v) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, the other Transaction Documents or the Purchase Agreement or otherwise, including otherwise for claims brought against Genworth and the Company Parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the other Transaction DocumentsDocuments or the Purchase Agreement; or (vi) any Liability the release of which would result in the release of any Person other than the Persons released pursuant to Section 4.1(a) and Section 4.1(b).. In addition, nothing contained in Section 4.1(a) shall release: (A) Seller from indemnifying any director, officer or employee of the NewCo Group who was a director, officer or employee of Seller or any of its Affiliates at or prior to the Closing, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the Seller Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a TS Liability, the NewCos shall indemnify Seller for such Liability (including Seller’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in Article V; and (B) the NewCos from indemnifying any director, officer or employee of the Seller Group who was a director, officer or employee of Seller or any of its Affiliates at or prior to the Closing, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the NewCo Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is an Excluded Liability, Seller shall indemnify the NewCos for such Liability (including the NewCos’ costs to indemnify the director, officer or employee) in accordance with the provisions set forth in Article V. (d) The Company NewCos shall not make, and shall not permit any member of the Company NewCo 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 Genworth Seller or any member of the Genworth Seller Group, or any other Person released pursuant to Section 6.1(a4.1(a), with respect to any Liabilities released pursuant to Section 6.1(a4.1(a). Genworth Seller shall notnot make, and shall not permit any member of the Genworth GroupSeller Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company NewCos or any member of the Company NewCo Group, or any other Person released pursuant to Section 6.1(b4.1(b), with respect to any Liabilities released pursuant to Section 6.1(b4.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.25.2, 6.3 5.3 and 6.4 set forth in those Sections 5.4, and (iii) any Transaction Document and this AgreementDocument, effective as of the Closing Date, to the fullest extent permitted by lawGenworth does hereby, the Company does hereby for itself and each other member of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of any member of the Company Genworth Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth GE and the other members of the GE 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 GE 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 the Separation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (b) Except as provided in (i) Section 5.1(c), (ii) any exceptions to the indemnification provisions of Sections 5.2, 5.3 and 5.4, and (iii) any Transaction Document, effective as of the Closing Date, GE does hereby, for itself and each other member of the GE 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 GE Group (in each case, in their respective capacities as such), remise, release and forever discharge Genworth, the respective 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 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 from the beginning of time up to on or before 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 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 TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall impair any right of any Person to enforce this Agreement Agreement, any Transaction Document or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the GE Group or the Genworth Group that is specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including otherwise for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 5.1(a) shall release GE from indemnifying any director, officer or employee of Genworth who was a director, officer or employee of GE or any of its Affiliates on or prior to the Closing Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations. (d) The Company Genworth shall not make, and shall not permit any member of the Company Genworth 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 Genworth GE or any member of the Genworth GE Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth GE shall not, and shall not permit any member of the Genworth GE 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 the Company Genworth or any member of the Company Genworth Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth GE and the CompanyGenworth, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company Genworth or any member of the Company Genworth Group, on the one hand, and Genworth GE or any member of the Genworth GE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a5.1 (a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c7.2 and Section 7.5(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 DateDistribution, to the fullest extent permitted by lawSpinCo does hereby, 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 for each other SpinCo Group Member as of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remiseDistribution, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assignseach Viamet Group Member, and all Persons who at any time prior to the Closing Date Distribution have been stockholdersshareholders, directors, officers, managers, members or agents or employees of any member of the Genworth Viamet Group Member (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 law or in equity (including any right of contribution), whether arising under any contract, tort Contract or agreement, by operation of Law 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 in each case at or before the beginning of time up to the Closing DateDistribution, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsContribution, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsRecapitalization. (b) Except as provided in (i) Section 6.1(c7.1 and Section 7.5(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 DateDistribution, Genworth Viamet does hereby hereby, for itself and all Persons who at any time prior to for each other Viamet Group Member as of the Closing Date have been stockholders, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as such), remiseDistribution, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates, successors and assignseach SpinCo Group Member, and all Persons who at any time prior to the Closing Date Distribution have been stockholdersshareholders, directors, officers, managers, members or agents or employees of any member of the Company SpinCo Group Member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, administrators successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case at or before the beginning of time up to the Closing DateDistribution, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsContribution, the Initial Public Offering Separation and any of the other transactions contemplated hereunder and under the Transaction DocumentsRecapitalization. (c) Nothing contained in Section 6.1(a7.5(a) or Section 6.1(b7.5(b) shall impair any right of any Person to enforce this Agreement Agreement, any Ancillary Document or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable Schedule thereto not to terminate as of the Distribution, in each case in accordance with its terms. Nothing contained in Section 6.1(a7.5(a) or Section 6.1(b7.5(b) shall release any Person from: (i) any LiabilityLiability provided in or resulting from any agreement among any Viamet Group Members or SpinCo Group Members that is specified in Section 2.8(b) or the applicable Schedule thereto as not to terminate as of the Separation Date, contingent or otherwise, any other Liability specified in such Section 2.8(b) as not to terminate as of the Closing Date; (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of Person in any Group under, this Agreement or any Transaction Ancillary Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of Person in one Group from a member of Person in the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of Person in one Group at the request or on behalf of a member of Person in the other Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI ARTICLE 7 and, if applicable, the appropriate provisions of the Transaction Ancillary Documents); or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 7.5. (d) The Company SpinCo shall not makenot, and shall not permit any member of the Company other SpinCo Group to makeMember to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth or any member of the Genworth GroupViamet Group Member, or any other Person released pursuant to Section 6.1(a7.5(a), with respect to any Liabilities released pursuant to Section 6.1(a7.5(a). Genworth Viamet shall not, and shall not permit any member of the Genworth Groupother Viamet Group Member to, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against the Company or any member of the Company GroupSpinCo Group Member, or any other Person released pursuant to Section 6.1(b7.5(b), with respect to any Liabilities released pursuant to Section 6.1(b7.5(b). (e) It is the intent of each of Genworth Viamet and the CompanySpinCo, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)7.5, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Closing Date, between or among the Company or any member of the Company GroupSpinCo Group Member, on the one hand, and Genworth or any member of the Genworth GroupViamet Group Member, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members Persons on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 7.5(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of Person in its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 3.01(c) and 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 Agreement3.03, effective as of the Closing Separation Date, to the fullest extent permitted by lawAWW does hereby, the Company does hereby for itself and all Persons who at any time prior to for each other Person in the Closing Date have been directors, officers, agents or employees AWW Group as of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remiseSeparation Date, release and forever discharge Genworth RWE and each other Person in the other members of the Genworth RWE Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Closing Separation Date have been stockholders, directorsdirectors (including, for the avoidance of doubt, members of the supervisory board), officers, agents employees, agents, managers or employees members of any member of Person in the Genworth RWE 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (b) Except as provided in (iSection 3.01(c) and 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 Agreement3.02, effective as of the Closing Separation Date, Genworth RWE does hereby hereby, for itself and for each other Person in the RWE Group as of the Separation Date, release and forever discharge AWW and each other Person in the AWW Group as of the Separation Date, and all Persons who at any time on or prior to the Closing Separation 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, officersemployees, agents or employees members of any member of Person in the Company AWW 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (c) Nothing contained in Section 6.1(a3.01(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b(b) shall release any Person from: (i) any LiabilityLiability provided in or resulting from any agreement, contingent arrangement, commitment or otherwise, understanding among any Persons in the RWE Group or the AWW Group that is specified in Section 2.03(b) not to terminate as of the Separation Date; (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Person in the RWE Group or the AWW Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAgreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (parties, which third person claims Liability shall be governed by the provisions of this Article VI and, if applicable, III; or (iv) any Liability the appropriate provisions release of which would result in the Transaction Documents)release of any Person other than a Person released pursuant to this Section 3.01. (d) The Company AWW shall not make, and shall not permit any member of other Person in the Company AWW Group to makemake or continue to pursue, any claim or demand, or commence or continue any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth or any member of Person in the Genworth RWE Group, or any other Person released pursuant to Section 6.1(a3.01(a), with respect to any Liabilities released pursuant to Section 6.1(a3.01(a). Genworth RWE shall notnot make, and shall not permit any member of other Person in the Genworth Group, RWE Group to make or continue to pursue, any claim or demand, or commence or continue any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against any Person in the Company or any member of the Company AWW Group, or any other Person released pursuant to Section 6.1(b3.01(b), with respect to any Liabilities released pursuant to Section 6.1(b3.0l(b). (e) It is the intent of each of Genworth RWE and the CompanyAWW, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)3.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Closing Separation Date, between or among any Person in the Company or any member of the Company AWW Group, on the one hand, and Genworth or any member of Person in the Genworth RWE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members Persons on or before the Closing Separation Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 3.01(c). At any time, at the request of any the other Partyparty, each Party party shall cause each member of its Subsidiaries in its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c4.1(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 Distribution Date, to the fullest extent permitted by lawSpinCo does hereby, 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 each other member 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 ElderCare Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth ElderCare Group (in each case, in their respective capacities as such), remise, release and forever discharge each of Parent, the members of the Parent Group, their respective successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of Parent or any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution 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 Separation and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c4.1(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 Distribution Date, Genworth Parent does hereby hereby, for itself and each other member of the Parent Group, their respective successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of Genworth any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanySpinCo, the respective members of the Company ElderCare Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of SpinCo or any member of the Company ElderCare 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution 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 Separation and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.2(b), in each case in accordance with its terms. Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreements, arrangements, commitments or understandings among any members of the Parent Group or the ElderCare Group that is specified in Section 2.2(b), including the Ancillary Agreements, and any other Liability specified in such Section 2.2(b) or which the parties specifically agree with survive the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (ii) any Liability for that the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the indemnification provisions of this Article VI hereof and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1. (d) The Company SpinCo shall not make, and shall not permit any member of the Company ElderCare 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 Genworth Parent or any member of the Genworth Parent Group, or any other Person released pursuant to Section 6.1(a4.1(a), with respect to any Liabilities released pursuant to Section 6.1(a4.1(a). Genworth Parent shall not, and shall not permit any member of the Genworth Parent Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company SpinCo or any member of the Company ElderCare Group, or any other Person released pursuant to Section 6.1(b4.1(b), with respect to any Liabilities released pursuant to Section 6.1(b4.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofof this Section 4.1.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.1(c) Section 6.1(cand 5.1(d), (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 Distribution Date, to the fullest extent permitted by lawHXXX does hereby, 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 each other member 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 HXXX Group, their respective AffiliatesAffiliates (other than any member of the HBIO Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Genworth HXXX Group (in each case, in their respective capacities as such), remise, release and forever discharge HBIO and the members of the HBIO Group, their respective Affiliates (other than any member of the HXXX 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 HBIO 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing DateDistribution 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 Separation and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.1(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 DateDistribution Date , Genworth HBIO does hereby hereby, for itself and each other member of the HBIO Group, their respective Affiliates (other than any member of the HXXX Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of Genworth any member of the HBIO Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyHXXX, the respective members of the Company HXXX Group, their respective AffiliatesAffiliates (other than any member of the HBIO Group), successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Company HXXX 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution 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 Separation and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any other Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable exhibits or schedules thereto not to terminate as of the Separation Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the HBIO Group or the HXXX Group that is specified in Section 2.8(b) or the applicable schedules or exhibits thereto as not to terminate as of the Separation Date, or any other Liability specified in such Section 2.8(b) as not to terminate as of the Separation Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Documentother Ancillary Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Separation Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or; (ivv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements or other agreement specified in Section 2.8(b) or the applicable schedules or exhibits thereto; or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1. In addition, nothing contained in Section 5.1(a) shall release HBIO from honoring its existing obligations to indemnify any director, officer or employee of HXXX who was a director, officer or employee of HBIO on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to then existing obligations. (d) The Company HXXX shall not make, and shall not permit any member of the Company HXXX 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 Genworth HBIO or any member of the Genworth HBIO Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth HBIO shall not, and shall not permit any member of the Genworth HBIO 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 the Company HXXX or any member of the Company HXXX Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth HBIO and the CompanyHXXX, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Separation Date, between or among the Company HXXX or any member of the Company HXXX Group, on the one hand, and Genworth HBIO or any member of the Genworth HBIO Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Separation Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.1(c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.3(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 Effective Date, Venator does hereby, for itself and each other member of the Venator Group, their respective Affiliates (other than any member of the Huntsman Group), successors and assigns, and to the fullest extent permitted by law, the Company does hereby for itself and Law all Persons who at any time prior to the Closing Effective Date have been directors, officers, agents agents, managers, or employees of any member of the Company Venator Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth REGARDLESS OF FAULT Huntsman and the other members of the Genworth Huntsman Group, their respective Affiliatescontrolled Affiliates (other than any member of the Venator Group), successors and assigns, and all Persons who at any time prior to the Closing Effective Date have been stockholders, directors, officers, agents agents, managers or employees of any member of the Genworth Huntsman 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law or otherwise, including from fraud, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed from on or before the beginning of time up to the Closing Effective Date, including without limitation in connection with the transactions and all other activities to implement the Separation and the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder under this Agreement or any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Huntsman Group (in each case, in their respective capacities as such), and under their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the Transaction Documentsextent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconduct. (b) Except as provided in (i) Section 6.1(c5.3(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 Effective Date, Genworth Huntsman does hereby hereby, for itself and each other member of the Huntsman Group, their respective Affiliates (other than any member of the Venator Group), successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Closing Effective Date have been stockholders, directors, officers, agents agents, managers, or employees of Genworth any member of the Huntsman Group (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Venator, and the Company, the respective members of the Company Venator Group, their respective Affiliatescontrolled Affiliates (other than any member of the Huntsman Group), successors and assigns, and all Persons who at any time prior to the Closing Effective Date have been stockholders, directors, officers, agents agents, managers, or employees of any member of the Company Venator 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law or otherwise, including from fraud, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed from on or before the beginning of time up to the Closing Effective Date, including without limitation in connection with the transactions and all other activities to implement the Separation and the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder under this Agreement or under any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Venator Group (in each case, in their respective capacities as such), and under their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the Transaction Documentsextent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconduct. (c) Nothing contained in Section 6.1(a5.3(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Document, agreements specified in each case in accordance with its termsSection 2.7(b) of this Agreement or the applicable Schedule thereto. Nothing contained in Section 6.1(a5.3(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Huntsman Group or the Venator Group that is specified in Section 2.7(b) of this Agreement or the applicable Schedules thereto as not to terminate as of the Effective Date, or any other Liability specified in such Section 2.7(b) as not to terminate as of the Effective Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (iiiii) any Liability for the agreed upon purchase price or fee due arising out of the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Effective Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company Parties by third Persons (Third Parties, which third person claims Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the other appropriate provisions of this Agreement and the Transaction Documents).other Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.3; provided, however, that the Parties agree not to bring or allow their respective Subsidiaries to bring suit or other Action against the other Party or any of their respective past, present or future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing, with respect to any such Liability. In addition, nothing contained in Section 5.3(a) shall release Huntsman from honoring its obligations in effect immediately prior to the Effective Date to indemnify any director, officer or employee of a member of the Venator Group who was a director, officer or employee of a member of the Huntsman Group on or prior to the Effective Date, to the extent such director, officer or employee is or becomes a named defendant in any Action covered by such indemnity obligations; it being understood that, if the underlying obligation giving rise to such Action is a Venator Liability, Venator shall indemnify Huntsman for such Liability (including Huntsman’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (d) The Company shall Venator will not make, and shall will not permit any member of the Company Venator 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 Genworth Huntsman or any member of the Genworth Huntsman Group, or any other Person released pursuant to Section 6.1(a5.3(a), with respect to any Liabilities released pursuant to Section 6.1(a5.3(a). Genworth shall notHuntsman will not make, and shall will not permit any member of the Genworth GroupHuntsman Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Venator or any member of the Company Venator Group, or any other Person released pursuant to Section 6.1(b5.3(b), with respect to any Liabilities released pursuant to Section 6.1(b5.3(b). (e) It is the intent of each of Genworth Huntsman and the CompanyVenator, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.3, to provide for a full and complete release and discharge REGARDLESS OF FAULT of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Effective Date, between or among the Company Venator or any member of the Company Venator Group, on the one hand, and Genworth Huntsman or any member of the Genworth Huntsman Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Effective Date, including any representations or warranties or indemnities made or alleged to have been made on or before the Effective Date, by any member of the Venator Group or the Huntsman Group), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.3(c). At any time, at the request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof. (f) Any breach of the provisions of this Section 5.3 by either Huntsman or Venator 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 Pre-Closing Claims. (a) Except as provided in (iSection 5.1(c) Section 6.1(c), (ii) or as otherwise expressly provided in this Agreement or 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 Ancillary Agreement, effective as of the Closing Date, to the fullest extent permitted by lawNew CCOH does hereby, the Company does hereby for on behalf of itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees each member of the Company (in Outdoor Group and each case, in of their respective capacities as such), voluntarily, knowingly unconditionally remisesuccessors and assigns, release and forever discharge Genworth IHM and the other members of the Genworth iHeart Group, each of 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 IHM or any member of the Genworth iHeart Group (in each case, in their respective capacities as such), and each of 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 Pre-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 DocumentsClaims. (b) Except as provided in (iSection 5.1(c) Section 6.1(c), (ii) or as otherwise expressly provided in this Agreement or 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 Ancillary Agreement, effective as of the Closing Date, Genworth IHM does hereby for hereby, on behalf of itself and all Persons who at any time prior to each member of the Closing Date have been stockholders, directors, officers, agents or employees iHeart Group and each of Genworth (in each case, in their respective capacities as such), remisesuccessors and assigns, release and forever discharge New CCOH and the Company, the respective members of the Company Outdoor Group, each of 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 New CCOH or any member of the Company Outdoor Group (in each case, in their respective capacities as such), and each of 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 Pre-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 DocumentsClaims. (c) Nothing contained in Section 6.1(a5.1(a) or and Section 6.1(b5.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in the applicable Schedules thereto as not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall release any Person from: (i) any Liability, contingent or otherwise, Liability assumed, transferred, assigned assigned, retained or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from that a member of the other iHeart Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Outdoor Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwiseAgreement, including for claims brought against Genworth and the Company by third Persons (which third person claims Liability shall be governed by the provisions of Article V and any other applicable provisions of this Agreement or any Ancillary Agreement; or (iii) honoring its existing obligations to indemnify, or advance expenses to, any Person who was a director, officer or employee of a Party or any member of its Group at or prior to the Closing Date, to the extent that such Person was entitled to such indemnification or advancement of expenses pursuant to then-existing indemnification obligations, it being understood that (x) if the underlying Action giving rise to any obligation arises out of or is primarily related to an Outdoor Liability, New CCOH shall indemnify the applicable member of the iHeart Group for such Liability and (y) if the underlying Action giving rise to any obligation arises out of or is primarily related to an iHeart Liability, IHM shall indemnify the applicable member of the Outdoor Group for such Liability, in each case, in accordance with the provisions set forth in this Article VI and, if applicable, the appropriate provisions of the Transaction Documents).V. (d) The Company Each of IHM and IHC, on the one hand, and New CCOH, on the other hand, shall not make, and shall not permit any member of the Company Group their respective Groups to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth or any member of the Genworth other Group, or any other Person released pursuant to Section 6.1(a5.1(a) and Section 5.1(b), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b)thereto. (e) It is the intent of each of Genworth IHM and the CompanyNew CCOH, except as expressly set forth in Section 5.1(c), by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Outdoor Group, on the one hand, and Genworth or any member of the Genworth iHeart Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before prior to the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cClosing). At any time, at the request of any either IHM, or New CCOH, the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except (i) as provided in (i) Section 6.1(c5.1(c), (ii) as may provided in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Transaction Document and (iii) for any Transaction Document and this Agreementmatter for which a Cal Dive Indemnified Party is entitled to indemnification or contribution pursuant to Section 5.3, 5.4 or 5.5, effective as of the Closing Date, to the fullest extent permitted by lawCal Dive, the Company does hereby for itself and each other member of the Cal Dive Group, their respective Affiliates and all Persons who at any time prior to the Closing Date have been were directors, officers, agents or employees of any member of the Company Cal Dive Group (in each case, in their respective capacities as such), voluntarilyin each case, knowingly unconditionally together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Genworth Helix and the other members of the Genworth Helix Group, their respective Affiliates, successors and assigns, Affiliates and all Persons who at any time prior to the Closing Date have been stockholderswere shareholders, directors, officers, agents or employees of any member of the Genworth Helix Group (in each case, in their respective capacities as such), and in each case, together with 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (b) Except (i) as provided in (i) Section 6.1(c5.1(c), (ii) as may be provided in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Transaction Document and (iii) for any Transaction Document and this Agreementmatter for which a Helix Indemnified Party is entitled to indemnification or contribution pursuant to Section 5.2, 5.4 or 5.5, effective as of the Closing Date, Genworth does hereby Helix, for itself and each other member of the Helix Group, their respective Affiliates and all Persons who at any time prior to the Closing Date have been stockholders, were directors, officers, agents or employees of Genworth any member of the Helix Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Cal Dive and the Company, the respective other members of the Company Cal Dive Group, their respective Affiliates, successors and assigns, Affiliates and all Persons who at any time prior to the Closing Date have been stockholderswere shareholders, directors, officers, agents or employees of any member of the Company Cal Dive Group (in each case, in their respective capacities as such), and in each case, together with 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall impair any right of any Person to enforce this Agreement Agreement, any Transaction Document or any Transaction Documentagreements, arrangements, commitments or understandings to continue in effect after the Closing Date in accordance with Section 2.4(b), in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the Helix Group or the Cal Dive Group that is to continue in effect after the Closing Date in accordance with Section 2.4(b), or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any such Group under, this Agreement or any Transaction Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including otherwise for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 5.1(a) shall release Helix from indemnifying any director, officer or employee of Cal Dive who was a director, officer or employee of Helix or any of its Affiliates on or prior to the Closing Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations. (d) The Company Cal Dive shall not make, and shall not permit any member of the Company Cal Dive 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 Genworth Helix or any member of the Genworth Helix Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth Helix shall not, and shall not permit any member of the Genworth Helix 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 the Company Cal Dive or any member of the Company Cal Dive Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth Helix and the CompanyCal Dive, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, whether known or unknown, between or among the Company Cal Dive or any member of the Company Cal Dive Group, on the one hand, and Genworth Helix or any member of the Genworth Helix Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a5.1 (a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group and each other Person on whose behalf it released Liabilities pursuant to this Section 5.1 to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.01(c) and 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 Agreement5.03, effective as of the Closing Separation Date, to the fullest extent permitted by lawCorporation does hereby, the Company does hereby for itself and all Persons who at any time prior to for each of its Subsidiaries that is in the Closing Date have been directors, officers, agents or employees Corporation Group as of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remiseSeparation Date, release and forever discharge Genworth the LLC and each of its Subsidiaries that are in the other members of the Genworth LLC Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Separation Date have been stockholders, directors, officers, agents agents, managers or employees members of any member of Person in the Genworth LLC 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (b) Except as provided in (iSection 5.01(c) and 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 Agreement5.02, effective as of the Closing Separation Date, Genworth the LLC does hereby hereby, for itself and for each of its Subsidiaries that is in the LLC Group, release and forever discharge the Corporation and each of its Subsidiaries that is in Corporation Group as of the Separation Date, and all Persons who at any time prior to the Closing Separation 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 any Person in 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 Corporation 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation 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. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth Separation and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)IPO. (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.01(d) Section 6.1(c), (ii) or elsewhere in this Agreement or in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any other Transaction Document and this AgreementDocument, effective as of the Closing DateClosing, Revelyst does hereby, for itself and each other member of the Revelyst Group, their respective Affiliates and, to the fullest extent permitted by lawit may legally do so, the Company does hereby for itself successors and assigns and all Persons who at any time at or prior to the Closing Date have been stockholders, directors, officers, members, agents or employees of any member of the Company Revelyst Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth Vista Outdoor and the other members of the Genworth Vista Outdoor Group, their respective Affiliates, successors and assigns, and all Persons who at any time at or prior to the Closing Date have been stockholders, directors, officers, members, agents or employees of any member of the Genworth Vista Outdoor Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Revelyst Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur occur, or alleged to have occurred or to have failed to occur occur, or any conditions conditions, facts or circumstances existing or alleged to have existed from the beginning of time up to at or before the Closing Date(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 Closing), including without limitation in connection with the transactions Separation and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any including Liabilities arising under CERCLA and other Environmental Laws. This Section 5.01(a) shall not affect Section 6.05 (Directors’ and Officers’ Indemnification; Liability Insurance) of the other transactions contemplated hereunder and under the Transaction DocumentsMerger Agreement. (b) Except as provided in (iSection 5.01(d) Section 6.1(c), (ii) or elsewhere in this Agreement or in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any other Transaction Document and this AgreementDocument, effective as of the Closing DateClosing, Genworth Vista Outdoor does hereby hereby, for itself and each other member of the Vista Outdoor Group, their respective Affiliates and, to the extent it may legally do so, successors and assigns and all Persons who at any time at or prior to the Closing Date have been stockholders, directors, officers, agents or employees of Genworth any member of the Vista Outdoor Group (in each case, in their respective capacities as such), remise, release and forever discharge Revelyst and the Company, the respective other members of the Company Revelyst Group, their respective Affiliates, successors and assigns, and all Persons who at any time at or prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Company Revelyst Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Vista Outdoor Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreementContract, by operation of Law or otherwise, existing or arising from any acts or events occurring occurring, or failing to occur occur, or alleged to have occurred or to have failed to occur occur, or any conditions conditions, facts or circumstances existing or alleged to have existed from the beginning of time up to at or before the Closing Date(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 Closing), including without limitation in connection with the transactions Separation and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any of the including Liabilities arising under CERCLA and other transactions contemplated hereunder and under the Transaction DocumentsEnvironmental Laws. (c) The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand and acknowledge any federal or state law or right, rule or legal principle of the State of Delaware or any other jurisdiction which provides that a general release does not extend to claims which a creditor does not know or suspect to exist in such creditor’s favor at the time of executing the release, which if known by such creditor must have materially affected such creditor’s settlement with a debtor. The Parties are hereby deemed to agree that any such or similar federal or state laws or rights, rules or legal principles of the State of Delaware or any other jurisdiction that may be applicable herein are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 5.01(a) and (b). (d) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any other Transaction Document or any Intercompany Agreement or any Transaction DocumentIntercompany Account that is specified in Section 2.03(b) not to terminate or settle as of the Closing, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(band (b) shall release any Person fromrelease: (i) any Person from any Liability provided in or resulting from any Intercompany Agreement or Intercompany Account that is specified in Section 2.03(b) not to terminate or settle as of the Closing; (ii) any Person from any Liability, contingent or otherwise, assumed, accepted, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any other Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Person from any Liability for unpaid amounts for services provided in or refunds owing on services due on a value-received basis for work done by resulting from any other Contract that is entered into after the Closing between one Party (or a member of such Party’s Group), on the one Group at hand, and the request other Party (or on behalf of a member of such Party’s Group), on the other Group; orhand; (iv) any Person from any Liability that Genworth and the Company Parties may have with respect to indemnification indemnification, contribution or contribution reimbursement pursuant to this Agreement or otherwise, including any other Transaction Document for claims brought against Genworth and the Company Parties, the members of their respective Groups or any of their respective directors, officers, members, employees or agents, by third Persons (parties, which third person claims Liability shall be governed by the provisions of this Article VI andV or, if applicable, the appropriate provisions of the relevant other Transaction Documents).Document; or (dv) The Company any Person from any Liability the release of which would result in the release of any Person not otherwise intended to be released pursuant to this Section 5.01. In addition, nothing contained in Section 5.01(a) shall release: (A) Vista Outdoor from indemnifying any director, officer or employee of the Revelyst Group who was a director, officer or employee of Vista Outdoor or any of its Affiliates at or prior to the Closing, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the Vista Outdoor Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a Revelyst Liability, Revelyst shall indemnify Vista Outdoor for such Liability (including Vista Outdoor’s costs to indemnify such director, officer or employee) in accordance with the provisions set forth in this Article V; and (B) Revelyst from indemnifying any director, officer or employee of the Vista Outdoor Group who was a director, officer or employee of Vista Outdoor or any of its Affiliates at or prior to the Closing, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the Revelyst Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a Vista Outdoor Liability, Vista Outdoor shall indemnify Revelyst for such Liability (including Revelyst’s costs to indemnify such director, officer or employee) in accordance with the provisions set forth in this Article V. (e) Revelyst shall not make, and shall not permit any other member of the Company Revelyst Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution contribution, indemnification or reimbursement, against Vista Outdoor or any indemnification, against Genworth or any other member of the Genworth Vista Outdoor Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities released pursuant to Section 6.1(a5.01(a). Genworth Vista Outdoor shall notnot make, and shall not permit any other member of the Genworth GroupVista Outdoor Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution contribution, indemnification or reimbursement, against Revelyst or any indemnification against the Company or any other member of the Company Revelyst Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities released pursuant to Section 6.1(b5.01(b). (ef) It is the intent of each of Genworth and the CompanyParty, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.02, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur occur, or alleged to have occurred or to have failed to occur occur, and all conditions conditions, facts or circumstances existing or alleged to have existed on at or before the Closing DateClosing, between or among the Company Revelyst or any other member of the Company Revelyst Group, on the one hand, and Genworth Vista Outdoor or any other member of the Genworth Vista Outdoor Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on at or before the Closing DateClosing), except as expressly set forth in Sections 6.1(a), (bSection 5.01(d) and (c)or elsewhere in this Agreement or in any other Transaction Document. At any time, at the request of any the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

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 or otherwise in those Sections and (iii) this Agreement or any Transaction Document and this AgreementDocument, effective as of the Closing DateEffective Time, to the fullest extent permitted by lawMGP does hereby, 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 each other member 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 MGP Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date Effective Time have been directors, officers, agents or employees of any member of the MGP Group (in each case, in their respective capacities as such), remise, release and forever discharge MGM and the other members of the MGM Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, members, directors, officers, agents or employees of any member of the Genworth MGM 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 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 from on or before the beginning of time up to the Closing DateEffective Time, including without limitation in connection with the transactions Transactions and all other activities to implement the IPO TransactionsContribution, 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 or otherwise in those Sections and (iii) this Agreement or any Transaction Document and this AgreementDocument, effective as of the Closing DateEffective Time, Genworth MGM does hereby 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 other member of the Company MGM Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date Effective Time have been stockholders, members, directors, officers, agents or employees of any member of the Company MGM Group (in each case, in their respective capacities as such), remise, release and forever discharge MGP, the respective members of the MGP Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, members, directors, officers, agents or employees of any member of the MGP 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 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 from on or before the beginning of time up to the Closing DateEffective Time, including without limitation in connection with the transactions Transactions and all other activities to implement the IPO TransactionsContribution, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case case, in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for that the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one MGM Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company MGP Group may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth the MGM Group and the Company MGP Group by third Persons (which third person Person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 6.1(a) shall release MGM or any member of the MGM Group from indemnifying and advancing expenses to any director, officer or employee of MGP who was or is a director, officer or employee of any member of the MGM Group or any of their Affiliates, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was or is entitled to such indemnification or advancement of expenses pursuant to then existing obligations; provided, however, that if the underlying obligation giving rise to such Action is an MGP Liability, then the OP shall indemnify, defend and hold harmless MGM and each member of the MGM Group, as applicable, from and against any and all Liabilities relating to such obligation. (d) The Company MGP shall not make, and shall not permit any member of the Company MGP 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 Genworth MGM or any member of the Genworth MGM Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth MGM shall not, and shall not permit any member of the Genworth MGM 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 the Company MGP or any member of the Company MGP Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth MGM and the CompanyMGP, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing DateEffective Time, between or among the Company MGP or any member of the Company GroupMGP Group and their respective directors, officers, agents or employees, on the one hand, and Genworth MGM or any member of the Genworth GroupMGM Group and their respective directors, officers, agents or employees, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), in each case, except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

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 hereby, for itself and each other member of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth GECC and the other members of the Genworth GE 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 GE 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering Offering, the Distribution 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 GE and GECC do hereby, for itself themselves and each other member of the GE 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 Genworth any member of the GE Group (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 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering Offering, the Distribution and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement Agreement, any Transaction Document or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the GE Group or the Company Group that is specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (iiiii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (ivv) any Liability that Genworth GECC and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth GECC and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 6.1(a) shall release GECC and any member of the GE Group from indemnifying and advancing expenses to any director, officer or employee of the Company who was a director, officer or employee of any member of the GE Group or any of their Affiliates on or prior to the Closing Date (including, for the avoidance of doubt, any indemnification or advancement of expenses obligations in respect of the Initial Public Offering), to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification or advancement of expenses pursuant to then existing obligations. (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth GECC or any member of the Genworth GE Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth GECC shall not, and shall not permit any member of the Genworth GE 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth GE, GECC and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth GE, GECC or any member of the Genworth GE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c8.1(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 date of consummation of the IPO (the "Closing Date"), to the fullest extent permitted by lawATL does hereby, 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 each 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 Affiliatesits affiliates, successors and assigns, and all Persons persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of ATL (in each case, in their respective capacities as such), remise, release and forever discharge each of Odetics and its affiliates, successors and assigns, and all persons who at any member time prior to the Closing Date have been stockholders, directors, officers, agents or employees of the Genworth Group Odetics (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverlosses, claims, actions, damages, expenses or liabilities whatsoever (collectively, the "Liabilities"), whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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(c8.1(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 Odetics does hereby hereby, for itself and its affiliates, successors and assigns, and all Persons persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of Genworth Odetics (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyATL, the respective members of the Company Group, their respective Affiliatesand its affiliates, successors and assigns, and all Persons 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 ATL (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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 Separation, the IPO and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a8.1(a) or Section 6.1(b(b) shall impair any right of any Person person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified herein or in the Schedules and Exhibits hereto not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a8.1(a) or Section 6.1(b(b) shall release any Person person from: (i) any Liabilityliability provided in or resulting from any agreement between Odetics and ATL that is specified herein or the Schedules and Exhibits hereto as not to terminate as of the Closing Date, or any other liability specified as not to terminate as of the Closing Date; (ii) any liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Dateperson; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at liability that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims liability shall be governed by the provisions of this Article VI VIII and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements. (d) The Company ATL shall not make, and shall not permit any member of the Company Group to make, make any claim or demand, demand or commence any Action action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth or any member of the Genworth Group, Odetics or any other Person person released pursuant to Section 6.1(a8.1(a), with respect to any Liabilities liabilities released pursuant to Section 6.1(a8.1(a). Genworth shall not, and Odetics shall not permit any member of the Genworth Group, to make any claim or demand, or commence any Action action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company or any member of the Company Group, ATL or any other Person person released pursuant to Section 6.1(b8.1(b), with respect to any Liabilities labilities released pursuant to Section 6.1(b8.1(b). (e) It is the intent of each of Genworth Odetics and the Company, ATL by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 8.1 to provide for a full and complete release and discharge of all Liabilities liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, ATL and its affiliates on the one hand, and Genworth or any member of the Genworth Group, Odetics and its affiliates on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members persons on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 8.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.1(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 IPO Closing Date, to the fullest extent permitted by lawResources does hereby, 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 each other member 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 Resources Group, their respective AffiliatesAffiliates (other than any member of the REI Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth Resources Group (in each case, in their respective capacities as such), remise, release and forever discharge REI, each member of the REI Group and their respective Affiliates (other than any member of the Resources Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been shareholders, directors, officers, agents or employees of any member of the REI Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to Resources and each other member of the Resources Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the IPO 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 Separation, the IPO, the Restructuring and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.1(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 IPO Closing Date, Genworth REI does hereby hereby, for itself and each other member of the REI Group, their respective Affiliates (other than any member of the Resources Group), successors and assigns, and all Persons who at any time prior to the IPO Closing Date have been stockholdersshareholders, directors, officers, agents or employees of Genworth any member of the REI Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyResources, the respective members each member of the Company Resources Group, and their respective AffiliatesAffiliates (other than any member of the REI Group), 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 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. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.all

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 Redemption Date, to the fullest extent permitted by lawWireless does hereby, 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 each other wholly owned member 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 Wireless Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Redemption Date have been stockholdersshareholders, directors, officers, agents or employees of any wholly owned member of the Genworth Wireless Group (in each case, in their respective capacities as such), remise, release and forever discharge each of Parent, the wholly owned members of the Parent Group, their respective successors and assigns, and all Persons who at any time prior to the Redemption Date have been shareholders, directors, officers, agents or employees of Parent or any wholly owned member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Redemption 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 Separation, the Mandatory Exchange and under the Transaction DocumentsDistribution. (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 Redemption Date, Genworth Parent does hereby hereby, for itself and each other wholly owned member of the Parent Group, their respective successors and assigns, and all Persons who at any time prior to the Closing Redemption Date have been stockholdersshareholders, directors, officers, agents or employees of Genworth any wholly owned member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyWireless, the respective wholly owned members of the Company Wireless Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Redemption Date have been stockholdersshareholders, directors, officers, agents or employees of Wireless or any wholly owned member of the Company Wireless 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 -37- 43 conditions existing or alleged to have existed from on or before the beginning of time up to the Closing Redemption 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 Separation, the Mandatory Exchange and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.2(b) or the applicable Schedules thereto, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreements, arrangements, commitments or understandings among any members of the Parent Group or the Wireless Group that is specified in Section 2.2(b) or the applicable Schedules thereto, any other Liability specified in such Section 2.2(b), or any other Liability that survives the Redemption Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the any other Group prior to the Closing Redemption Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other another Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction DocumentsAncillary Agreements; (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with -38- 44 respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi); or (vii) any Liability that ARIC xxx have under any ARIC Xxxeless Policy (unless a novation shall have been effected in accordance with the provisions of this Agreement). (d) The Company Except for claims against ARIC xxxer any ARIC Xxxeless Policy (unless a novation shall have been effected in accordance with the provisions of this Agreement), Wireless shall not make, and shall not permit any member of the Company Wireless 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 Genworth Parent or any member of the Genworth Parent Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth Parent shall not, and shall not permit any member of the Genworth Parent Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Wireless or any member of the Company Wireless Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofof this Section 6.1.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.1(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 Datedate hereof, to the fullest extent permitted by lawSpinco does hereby, 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 each other member 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 Spinco Group, their respective AffiliatesAffiliates (other than any member of the Plains Group and PAA and its Subsidiaries), successors and assigns, and all Persons who at any time prior to the Closing Date date hereof have been stockholders, directors, officers, agents or employees of any member of the Genworth Spinco Group (in each case, in their respective capacities as such), remise, release and forever discharge Plains, each member of the Plains Group and their respective Affiliates (other than any member of the Spinco Group and PAA and its Subsidiaries), successors and assigns, and all Persons who at any time prior to the date hereof have been stockholders, directors, officers, agents or employees of any member of the Plains Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever to Spinco and each other member of the Spinco Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law law or otherwise, existing or arising from any acts or events occurring or failing to occur occur, or alleged to have occurred or to have failed to occur occur, or any conditions existing or alleged to have existed from on or before the beginning of time up to the Closing Datedate hereof, 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 Separation, the Bond Offering, the Exchange Offer, the IPO and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.1(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 Datedate hereof, Genworth Plains does hereby hereby, for itself and each other member of the Plains Group, their respective Affiliates (other than any member of the Spinco Group and PAA and its Subsidiaries), successors and assigns, and all Persons who at any time prior to the Closing Date date hereof have been stockholders, directors, officers, agents or employees of Genworth any member of the Plains Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanySpinco, the respective members each member of the Company Spinco Group, and their respective AffiliatesAffiliates (other than any member of the Plains Group and PAA and its Subsidiaries), successors and assigns, and all Persons who at any time prior to the Closing Date date hereof have been stockholders, directors, officers, agents or employees of any member of the Company 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 whatsoeverwhatsoever to Plains and each other member of the Plains Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law law or otherwise, existing or arising from any acts or events occurring or failing to occur occur, or alleged to have occurred or to have failed to occur occur, or any conditions existing or alleged to have existed from on or before the beginning of time up to the Closing Datedate hereof, 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 Separation, the Bond Offering, the Exchange Offer, the IPO and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a3.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.3.1

Release of Pre-Closing Claims. (a) Except (i) as provided in (i) Section 6.1(c5.1(c), (ii) as may provided in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Transaction Document and (iii) for any Transaction Document and this Agreementmatter for which an Outdoor Indemnified Party is entitled to indemnification or contribution pursuant to Section 5.3, 5.4 or 5.5, effective as of the Closing Date, to the fullest extent permitted by lawOutdoor, the Company does hereby for itself and each other member of the Outdoor Group, their respective Affiliates and all Persons who at any time prior to the Closing Date have been were directors, officers, agents or employees of any member of the Company Outdoor Group (in each case, in their respective capacities as such), voluntarilyin each case, knowingly unconditionally together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Genworth CCU and the other members of the Genworth CCU Group, their respective Affiliates, successors and assigns, Affiliates and all Persons who at any time prior to the Closing Date have been stockholderswere shareholders, directors, officers, agents or employees of any member of the Genworth CCU Group (in each case, in their respective capacities as such), and in each case, together with 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (b) Except (i) as provided in (i) Section 6.1(c5.1(c), (ii) as may be provided in any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections Transaction Document and (iii) for any Transaction Document and this Agreementmatter for which a CCU Indemnified Party is entitled to indemnification or contribution pursuant to Section 5.2, 5.4 or 5.5, effective as of the Closing Date, Genworth does hereby CCU, for itself and each other member of the CCU Group, their respective Affiliates and all Persons who at any time prior to the Closing Date have been stockholders, were directors, officers, agents or employees of Genworth any member of the CCU Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Outdoor and the Company, the respective other members of the Company Outdoor Group, their respective Affiliates, successors and assigns, Affiliates and all Persons who at any time prior to the Closing Date have been stockholderswere shareholders, directors, officers, agents or employees of any member of the Company Outdoor Group (in each case, in their respective capacities as such), and in each case, together with 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 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 from the beginning of time up to on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall impair any right of any Person to enforce this Agreement Agreement, any Transaction Document or any Transaction Documentagreements, arrangements, commitments or understandings to continue in effect after the Closing Date in accordance with Section 2.4(b), in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the CCU Group or the Outdoor Group that is to continue in effect after the Closing Date in accordance with Section 2.4(b), or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any such Group under, this Agreement or any Transaction Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including otherwise for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 5.1(a) shall release CCU from indemnifying any director, officer or employee of Outdoor who was a director, officer or employee of CCU or any of its Affiliates on or prior to the Closing Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations. (d) The Company Outdoor shall not make, and shall not permit any member of the Company Outdoor 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 Genworth CCU or any member of the Genworth CCU Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth CCU shall not, and shall not permit any member of the Genworth CCU 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 the Company Outdoor or any member of the Company Outdoor Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth CCU and the CompanyOutdoor, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, whether known or unknown, between or among the Company Outdoor or any member of the Company Outdoor Group, on the one hand, and Genworth CCU or any member of the Genworth CCU Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a5.1 (a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group and each other Person on whose behalf it released Liabilities pursuant to this Section 5.1 to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.25.2, 6.3 5.3 and 6.4 set forth in those Sections 5.4, and (iii) any Transaction Document and this AgreementDocument, effective as of the Closing Date, to the fullest extent permitted by lawGenworth does hereby, the Company does hereby for itself and each other member of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of any member of the Company Genworth Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth GE and the other members of the GE 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 GE 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 the Separation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (b) Except as provided in (i) Section 5.1(c), (ii) any exceptions to the indemnification provisions of Sections 5.2, 5.3 and 5.4, and (iii) any Transaction Document, effective as of the Closing Date, GE does hereby, for itself and each other member of the GE 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 GE Group (in each case, in their respective capacities as such), remise, release and forever discharge Genworth, the respective 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 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 from the beginning of time up to on or before 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 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 TransactionsSeparation, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall impair any right of any Person to enforce this Agreement Agreement, any Transaction Document or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b5.1(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the GE Group or the Genworth Group that is specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including otherwise for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents). In addition, nothing contained in Section 5.1(a) shall release GE from indemnifying any director, officer or employee of Genworth who was a director, officer or employee of GE or any of its Affiliates on or prior to the Closing Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations. (d) The Company Genworth shall not make, and shall not permit any member of the Company Genworth 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 Genworth GE or any member of the Genworth GE Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth GE shall not, and shall not permit any member of the Genworth GE 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 the Company Genworth or any member of the Company Genworth Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth GE and the CompanyGenworth, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company Genworth or any member of the Company Genworth Group, on the one hand, and Genworth GE or any member of the Genworth GE Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 9.01(c) and 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 Agreement9.04, effective as of the Closing Effective Date, to the fullest extent permitted by law, the Company does hereby 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 Closing Date 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), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth RBS and the other members each member of the Genworth RBS Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Effective Date have been stockholders, directors, officers, managers, members, agents or employees of any member of Person in the Genworth RBS Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverwhatsoever between or among the Company or any Person in the Company Group, on the one hand, and RBS or any Person in the RBS Group, on the other hand, whether at Law law or in equity (including any right rights of contributioncontribution or recovery), whether arising under any contract, tort or agreementContract, 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 in each case on or before the beginning of time up to the Closing Effective 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 (iSection 9.01(c) and 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 Agreement9.03, effective as of the Closing Effective Date, Genworth RBS does hereby hereby, for itself and for each member of the RBS Group as of the Effective Date and their respective successors and assigns and all Persons who at any time prior to the Closing Date Effective Date, have been stockholders, directors, officers, agents or employees of Genworth any member of the RBS Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company, the respective members Company and each member of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Effective Date have been stockholders, directors, officers, managers, members, agents or employees of any member of Person in the Company Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, administrators successors and assigns, from any and all Liabilities whatsoeverwhatsoever between or among the Company or any Person in the Company Group, on the one hand, and RBS or any Person in the RBS Group, on the other hand, whether at Law law or in equity (including any right rights of contributioncontribution or recovery), whether arising under any contract, tort or agreementContract, 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 in each case on or before the beginning Effective Date; provided, however, that nothing contained in this Section 9.01(b) shall be construed to include the release by RBS of time up to the Closing Date, including without limitation any rights it may have had 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 DocumentsThird Party Shares. (c) Nothing contained in Section 6.1(a9.01(a) or Section 6.1(b(b) shall (x) impair any right of any Person to enforce this Agreement or any Transaction Document, in each case Surviving Contract in accordance with its terms. Nothing contained in Section 6.1(aterms or (y) or Section 6.1(b) shall release any Person from: (i) any LiabilityLiability provided in or resulting from any Surviving Contract; (ii) any Liability assumed or retained by, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of Person in any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services provided in or refunds owing on services due on a value-received basis for work done by a member of one Group at resulting from any Contract or understanding that is entered into after the request or on behalf of Effective Date between a member of the RBS Group, on the one hand, and a member of the Company Group, on the other Group; orhand; (iv) any Liability that Genworth and the Company Parties may have with respect to indemnification claim for indemnification, recovery or contribution brought pursuant to this Agreement or otherwiseany Ancillary Agreement, including for claims brought against Genworth and the Company by third Persons (which third person claims Liability shall be governed by the provisions of this Article VI and9 or, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 9.01. In addition, nothing contained in Section 9.01(a) shall release RBS from indemnifying any director, officer or employee of the Company or any of its Subsidiaries who was a director, officer or employee of RBS or any of its Affiliates on or prior to the Effective Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Date, it being understood that if the underlying obligation giving rise to such Action is a liability of the Company, the Company shall indemnify RBS for such Liability (including RBS’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article 9. (d) The Company shall not make, and shall not permit any member of Person in the Company Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution contribution, recovery or any indemnification, against Genworth RBS or any member of Person in the Genworth RBS Group, or any other Person released pursuant to Section 6.1(a9.01(a), with respect to any Liabilities released pursuant to Section 6.1(a9.01(a). Genworth RBS shall notnot make, and shall not permit any member of Person in the Genworth GroupRBS Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution contribution, recovery or any indemnification against the Company or any member of Person in the Company Group, or any other Person released pursuant to Section 6.1(b9.01(b), with respect to any Liabilities released pursuant to Section 6.1(b9.01(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.01(c) and 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 Agreement5.03, effective as of the Closing Separation Date, to the fullest extent permitted by lawMJN does hereby, the Company does hereby for itself and all Persons who at any time prior to for each of its Subsidiaries that is in the Closing Date have been directors, officers, agents or employees MJN Group as of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remiseSeparation Date, release and forever discharge Genworth BMS and each of its Subsidiaries that are in the other members of the Genworth BMS Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Separation Date have been stockholders, directors, officers, managers, members or agents or employees of any member of Person in the Genworth BMS 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (b) Except as provided in (iSection 5.01(c) and 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 Agreement5.02, effective as of the Closing Separation Date, Genworth BMS does hereby hereby, for itself and all Persons who at any time prior to for each of its Subsidiaries that is in the Closing Date have been stockholders, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as such), remiseBMS Group, release and forever discharge MJN and each of its Subsidiaries that is in the Company, the respective members MJN Group as of the Company Group, their respective Affiliates, successors and assignsSeparation Date, and all Persons who at any time prior to the Closing Separation Date have been stockholders, directors, officers, managers, members or agents or employees of any member of Person in the Company MJN Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, administrators successors and assigns, from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 in each case on or before the beginning of time up to the Closing Separation Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, Separation and the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsIPO. (c) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.04(b) or the applicable Schedules thereto not to terminate as of the Separation Date or Section 2.06, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b(b) shall release any Person from: (i) any LiabilityLiability provided in or resulting from any agreement among any Persons in the BMS Group or the MJN Group that is specified in Section 2.04(b) or the applicable Schedules thereto as not to terminate as of the Separation Date, contingent or otherwise, any other Liability specified in such Section 2.04(b) as not to terminate as of the Separation Date; (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of Person in any Group under, this Agreement or any Transaction DocumentAncillary Agreement; (iiiii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of Person in one Group from a member of Person in the other Group prior to the Closing Separation Date; (iiiiv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of Person in one Group at the request or on behalf of a member of Person in the other Group; or; (ivv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction Documents)Ancillary Agreements; or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01. (d) The Company MJN shall not makenot, and shall not permit any member of Person in the Company Group MJN Group, to make, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth BMS or any member of Person in the Genworth BMS Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities released pursuant to Section 6.1(a5.01(a). Genworth BMS shall not, and shall not permit any member of Person in the Genworth BMS 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 the Company MJN or any member of Person in the Company MJN Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities released pursuant to Section 6.1(b5.01(b). (e) It is the intent of each of Genworth BMS and the CompanyMJN, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b)5.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the Closing Separation Date, between or among the Company MJN or any member of Person in the Company MJN Group, on the one hand, and Genworth BMS or any member of Person in the Genworth BMS Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members Persons on or before the Closing Separation Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.01(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of Person in its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c11.1(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 lawABNH does, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directorsits successors and assigns, 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 Parent, the other members of the Genworth Parent Group, their respective AffiliatesAffiliates (other than ABNH), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverto ABNH, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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(c11.1(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 Parent does, for itself and all Persons who at any time prior to each other member of the Closing Date have been stockholdersParent Group, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as suchAffiliates (other than ABNH), successors and assigns, remise, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates, successors and assignsABNH, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company Group ABNH (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoeverto Parent or any of the Parent Group, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents). (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between except to the extent of such product warranty obligations or among the Company or any member other Liabilities, if any, as may arise out of the Company Group, on the one hand, and Genworth provision of goods by ABNH to Parent or any member other members of the Genworth GroupParent Group or their respective Affiliates which are or have been customers of ABNH, on which shall not be subject to or affected by the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofforegoing release.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.1(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 DateEffective Time, to the fullest extent permitted by lawTeradata does hereby, 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 each other member 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 Teradata Group, their respective AffiliatesAffiliates (other than any member of the NCR Group), successors and assigns, and all Persons who at any time prior to the Closing Date Effective Time have been stockholdersshareholders, partners, members, directors, officers, agents or employees of any member of the Genworth Teradata Group (in each case, in their respective capacities as such), remise, release and forever discharge NCR, the members of the NCR Group, their respective Affiliates (other than any member of the Teradata Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, partners, members, directors, officers, agents or employees of any member of 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing DateEffective Time, 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 Separation and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.1(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 DateEffective Time, Genworth NCR does hereby hereby, for itself and each other member of the NCR Group, their respective Affiliates (other than any member of the Teradata Group), successors and assigns, and all Persons who at any time prior to the Closing Date Effective Time have been stockholdersshareholders, partners, members, directors, officers, agents or employees of Genworth any member of the NCR Group (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyTeradata, the respective members of the Company Teradata Group, their respective AffiliatesAffiliates (other than any member of the NCR Group), successors and assigns, and all Persons who at any time prior to the Closing Date Effective Time have been stockholdersshareholders, partners, members, directors, officers, agents or employees of any member of the Company Teradata 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing DateEffective Time, 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 Separation and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement (including the indemnification provisions hereof), any Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the NCR Group or the Teradata Group that is specified in Section 2.4(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.4(b) as not to terminate as of the Effective Time; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAncillary Agreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the Transaction DocumentsAncillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 5.1 but for the provisions of this clause (iv). (d) The Company Teradata shall not make, and shall not permit any member of the Company Teradata 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 Genworth NCR or any member of the Genworth NCR Group, or any other Person released pursuant to Section 6.1(a5.1(a), with respect to any Liabilities released pursuant to Section 6.1(a5.1(a). Genworth NCR shall not, and shall not permit any member of the Genworth NCR Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Teradata or any member of the Company Teradata Group, or any other Person released pursuant to Section 6.1(b5.1(b), with respect to any Liabilities released pursuant to Section 6.1(b5.1(b). (e) It is the intent of each of Genworth NCR and the Company, Teradata by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 5.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing DateEffective Time, between or among the Company Teradata or any member of the Company Teradata Group, on the one hand, and Genworth NCR or any member of the Genworth NCR Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing DateEffective Time), except as expressly set forth in Sections 6.1(a), (b) and (cSection 5.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c4.1(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 NCR Distribution Date, to the fullest extent permitted by lawNCR does hereby, 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 each other member 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 NCR Group, their respective AffiliatesAffiliates (other than any member of the AT&T Services Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth NCR Group (in each case, in their respective capacities as such), remise, release and forever discharge AT&T, the members of the AT&T Services Group, their respective Affiliates (other than any member of the NCR Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the NCR Distribution Date have been shareholders, directors, officers, agents or employees of any member of the AT&T Services 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing NCR Distribution Date, including without limitation in connection with the transactions actions or decisions taken or omitted to be taken in connection with, and all the other activities to implement the IPO Transactionsrelating to, the Initial Public Offering and structuring or implementation of any of the other transactions contemplated hereunder and under Separation, the Transaction DocumentsIPO, the Lucent Distribution or the NCR Distribution. (b) Except as provided in (i) Section 6.1(c4.1(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 NCR Distribution Date, Genworth AT&T does hereby hereby, for itself and each other member of the AT&T Services Group, their respective Affiliates (other than AT&T Capital Corporation or any of its Subsidiaries, any member of the NCR Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of Genworth any member of the AT&T Services Group other than AT&T Capital Corporation or any of its Subsidiaries (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyNCR, the respective members of the Company NCR Group, their respective AffiliatesAffiliates (other than any member of the AT&T Services Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing NCR Distribution 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 Separation, the Transaction DocumentsIPO, the Lucent Distribution or the NCR Distribution. (c) Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement the Transaction Agreements, or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in the Separation and Distribution Agreement, in Section 3.4(b) or the Schedules hereto or thereto not to terminate as of the Closing Date or the NCR Distribution Date, as the case may be, in each case in accordance with its terms. Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the AT&T Services Group or the NCR Group that is specified in the Separation and Distribution Agreement, in Section 3.4(b) or the applicable Schedules hereto or thereto as not to terminate as of the Closing Date or as of the NCR Distribution Date, as the case may be, or any other Liability so specified as not to terminate as of the Closing Date or NCR Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAgreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI IV and by the Separation and Distribution Agreement, and, if applicable, by the appropriate provisions of the Transaction DocumentsAncillary Agreements or NCR Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 4.1 but for the provisions of this clause (iv). (d) The Company NCR shall not make, and shall not permit any member of the Company NCR 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 Genworth or AT&T, any member of the Genworth AT&T Services Group, or any other Person released pursuant to Section 6.1(a4.1(a), with respect to any Liabilities released pursuant to Section 6.1(a4.1(a). Genworth AT&T shall not, and shall not permit any member of the Genworth AT&T Services Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company NCR or any member of the Company NCR Group, or any other Person released pursuant to Section 6.1(b4.1(b), with respect to any Liabilities released pursuant to Section 6.1(b4.1(b). (e) It is the intent of each of Genworth AT&T and the Company, NCR by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 4.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing NCR Distribution Date, between or among the Company NCR or any member of the Company NCR Group, on the one hand, and Genworth AT&T or any member of the Genworth AT&T Services Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing NCR Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 4.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, to the fullest extent permitted by lawAT&T shall, the Company does hereby for itself and each other wholly owned member of the AT&T Communications Group (other than any member of the AT&T Broadband Group) and their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of the Company AT&T Communications Group (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth each of AT&T Broadband and the other respective wholly owned members of the Genworth AT&T Broadband Group (other than any member of the AT&T Communications Group), their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the Genworth AT&T Broadband 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning Distribution Date, whether or not known as of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement either the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c5.01(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 Distribution Date, Genworth does hereby AT&T Broadband shall, for itself and each other wholly owned member of the AT&T Broadband Group (other than any member of the AT&T Communications Group) and their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of Genworth any wholly owned member of the AT&T Broadband Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company, each of AT&T and the respective wholly owned members of the Company AT&T Communications Group (other than any member of the AT&T Broadband Group), their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the Company AT&T Communications 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning Distribution Date, whether or not known as of time up to the Closing Distribution Date, including without limitation in connection with the transactions and all other activities to implement either the IPO Transactions, Separation or the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction DocumentsDistribution. (c) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall impair any right of any Person to enforce this Agreement, any other Ancillary Agreement or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in Section 2.04(b) or the applicable Schedules thereto not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the AT&T Broadband Group or the AT&T Communications Group that is specified in Section 2.04(b) or the applicable Schedules thereto as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.04(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Documentother Ancillary Agreement; (iiiii) any Liability for arising from or relating to the sale, lease, construction construction, provision, or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the any other Group prior to the Closing Distribution Date; (iiiiv) any Liability for unpaid amounts payment for goods, services or refunds owing on services due on a value-received basis for work done property purchased, obtained or used in the ordinary course of business by a member of one Group at the request or on behalf of from a member of any other Group prior to the other GroupDistribution Date or any related refund claims; or (ivv) any Liability that Genworth and the Company may have release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01; PROVIDED THAT the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to indemnification or contribution pursuant any Liability to the extent that such Person would be released with respect to such Liability by this Agreement or otherwise, including Section 5.01 but for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documentsclause (v). (d) The Company AT&T shall not make, and shall not permit any member of the Company AT&T Communications 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 Genworth AT&T Broadband or any wholly owned member of the Genworth AT&T Broadband Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities released in respect of such Person pursuant to Section 6.1(a5.01(a). Genworth AT&T Broadband shall notnot make, and shall not permit any member of the Genworth GroupAT&T Broadband Group to make, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company AT&T or any wholly owned member of the Company AT&T Communications Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities in respect of such Person released pursuant to Section 6.1(b5.01(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofof this Section 5.01.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c8.1(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 date of consummation of the IPO (the "Closing Date"), to the fullest extent permitted by lawATL does hereby, 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 each 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 Affiliatesits affiliates, successors and assigns, and all Persons persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of ATL (in each case, in their respective capacities as such), remise, release and forever discharge each of Odetics and its affiliates, successors and assigns, and all persons who at any member time prior to the Closing Date have been stockholders, directors, officers, agents or employees of the Genworth Group Odetics (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities losses, claims, actions, damages, expenses or liabilities whatsoever, (collectively, the "Liabilities"), whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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(c8.1(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 Odetics does hereby hereby, for itself and its affiliates, successors and assigns, and all Persons persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of Genworth Odetics (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyATL, the respective members of the Company Group, their respective Affiliatesand its affiliates, successors and assigns, and all Persons 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 ATL (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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before 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 Separation, the Transaction Documents. (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair any right of any Person to enforce this Agreement or any Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(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, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth IPO and the Company may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction Documents)Distribution. (d) The Company shall not make, and shall not permit any member of the Company 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 Genworth or any member of the Genworth Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). Genworth shall not, and shall not permit any member of the Genworth 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c5.01(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 lawExchangeco Subsidiary does hereby, the Company does hereby for itself and all Persons who at its affiliates (other than any time prior to the Closing Date have been directors, officers, agents or employees member of the Company (in each case, in their respective capacities as suchWeyerhaeuser Group), voluntarilysuccessors and assigns, knowingly unconditionally remise, release and forever discharge Genworth Weyerhaeuser Canada and Weyerhaeuser Saskatchewan and the other members of the Genworth Weyerhaeuser 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 affiliates (other than any member of the Genworth Group (in each case, in their respective capacities as suchSpinco Group), and their respective heirs, executors, administrators, successors and assigns, assigns from any and all Liabilities liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering purchase and any sale of the other transactions contemplated hereunder Exchangeco Subsidiary Assets and under the Transaction DocumentsExchangeco Subsidiary Liabilities. (b) Except as provided in (i) Section 6.1(c5.01(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 Weyerhaeuser Canada and Weyerhaeuser Saskatchewan do hereby, for itself and all Persons who at any time prior to the Closing Date have been stockholdersthemselves, directors, officers, agents or employees of Genworth (in each case, in their respective capacities as suchaffiliates (other than any member of the Spinco Group), successors and assigns, remise, release and forever discharge the CompanyExchangeco Subsidiary, the respective members of the Company Spinco 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 Affiliates (other than any member of the Company Group (in each case, in their respective capacities as suchWeyerhaeuser Group), and their respective heirs, executors, administrators, successors and assigns, assigns from any and all Liabilities liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering purchase and any sale of the other transactions contemplated hereunder Exchangeco Subsidiary Assets and under the Transaction DocumentsExchangeco Subsidiary Liabilities. (c) Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall impair any right of any Person to enforce this Agreement Agreement, or any other Transaction Document, in each case in accordance with its terms. Nothing contained in Section 6.1(a5.01(a) or Section 6.1(b5.01(b) shall release any Person from: (i) any Liabilityliability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability liability of any member of any Group under, under this Agreement or any other Transaction Document; (ii) any Liability for liability that the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims liability shall be governed by the provisions of this Article VI V and, if applicable, the appropriate provisions of the other Transaction Documents); or (iii) any liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01. (d) The Company Exchangeco Subsidiary shall not make, and shall not permit any member of the Company Group to make, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any member of the Genworth Weyerhaeuser Group, or any other Person released pursuant to Section 6.1(a5.01(a), with respect to any Liabilities liabilities released pursuant to Section 6.1(a5.01(a). Genworth shall not, Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall not permit any member of the Genworth 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 the Company Exchangeco Subsidiary or any member of the Company Spinco Group, or any other Person released pursuant to Section 6.1(b5.01(b), with respect to any Liabilities liabilities released pursuant to Section 6.1(b5.01(b). (e) It is the intent of each of Genworth and the Company, by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and Genworth or any member of the Genworth Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any the other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereofof this Section 5.01.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c4.1(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 NCR Distribution Date, to the fullest extent permitted by lawNCR does hereby, 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 each other member 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 NCR Group, their respective AffiliatesAffiliates (other than any member of the AT&T Services Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth NCR Group (in each case, in their respective capacities as such), remise, release and forever discharge AT&T, the members of the AT&T Services Group, their respective Affiliates (other than any member of the NCR Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the NCR Distribution Date have been shareholders, directors, officers, agents or employees of any member of the AT&T Services 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing NCR Distribution Date, including without limitation in connection with the transactions actions or decisions taken or omitted to be taken in connection with, and all the other activities to implement the IPO Transactionsrelating to, the Initial Public Offering and structuring or implementation of any of the other transactions contemplated hereunder and under Separation, the Transaction DocumentsIPO, the Lucent Distribution or the NCR Distribution. (b) Except as provided in (i) Section 6.1(c4.1(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 NCR Distribution Date, Genworth AT&T does hereby hereby, for itself and each other member of the AT&T Services Group, their respective Affiliates (other than AT&T Capital Corporation or any Subsidiary of AT&T Capital Corporation, any member of the NCR Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of Genworth any member of the AT&T Services Group other than AT&T Capital Corporation or any Subsidiary of AT&T Capital Corporation (in each case, in their respective capacities as such), remise, release and forever discharge the CompanyNCR, the respective members of the Company NCR Group, their respective AffiliatesAffiliates (other than any member of the AT&T Services Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing NCR Distribution 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 Separation, the Transaction DocumentsIPO, the Lucent Distribution or the NCR Distribution. (c) Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement the Transaction Agreements, or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in the Separation and Distribution Agreement, in Section 3.4(b) or the Schedules hereto or thereto not to terminate as of the Closing Date or the NCR Distribution Date, as the case may be, in each case in accordance with its terms. Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the AT&T Services Group or the NCR Group that is specified in the Separation and Distribution Agreement, in Section 3.4(b) or the applicable Schedules hereto or thereto as not to terminate as of the Closing Date or as of the NCR Distribution Date, as the case may be, or any other Liability so specified as not to terminate as of the Closing Date or NCR Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAgreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI IV and by the Separation and Distribution Agreement, and, if applicable, by the appropriate provisions of the Transaction DocumentsAncillary Agreements or NCR Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 4.1 but for the provisions of this clause (iv). (d) The Company NCR shall not make, and shall not permit any member of the Company NCR 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 Genworth or AT&T, any member of the Genworth AT&T Services Group, or any other Person released pursuant to Section 6.1(a4.1(a), with respect to any Liabilities released pursuant to Section 6.1(a4.1(a). Genworth AT&T shall not, and shall not permit any member of the Genworth AT&T Services Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company NCR or any member of the Company NCR Group, or any other Person released pursuant to Section 6.1(b4.1(b), with respect to any Liabilities released pursuant to Section 6.1(b4.1(b). (e) It is the intent of each of Genworth AT&T and the Company, NCR by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 4.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing NCR Distribution Date, between or among the Company NCR or any member of the Company NCR Group, on the one hand, and Genworth AT&T or any member of the Genworth AT&T Services Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing NCR Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 4.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c4.1(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 NCR Distribution Date, to the fullest extent permitted by lawNCR does hereby, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directorseach (b) Except as provided in Section 4.1(c), officers, agents or employees effective as of the Company (in NCR Distribution Date, AT&T does hereby, for itself and each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members member of the Genworth AT&T Services Group, their respective AffiliatesAffiliates (other than AT&T Capital Corporation or any Subsidiary of AT&T Capital Corporation, any member of the NCR Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the Closing NCR Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth AT&T Services Group other than AT&T Capital Corporation or any Subsidiary of AT&T Capital Corporation (in each case, in their respective capacities as such), remise, release and forever discharge NCR, the respective members of the NCR Group, their respective Affiliates (other than any member of the AT&T Services Group or the Lucent Group), successors and assigns, and all Persons who at any time prior to the NCR Distribution Date have been shareholders, directors, officers, agents or employees of any member of 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing NCR Distribution 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 CompanySeparation, 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 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 TransactionsIPO, the Initial Public Offering and any of Lucent Distribution or the other transactions contemplated hereunder and under the Transaction DocumentsNCR Distribution. (c) Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement the Transaction Agreements, or any Transaction Documentagreements, arrangements, commitments or understandings that are specified in the Separation and Distribution Agreement, in Section 3.4(b) or the Schedules hereto or thereto not to terminate as of the Closing Date or the NCR Distribution Date, as the case may be, in each case in accordance with its terms. Nothing contained in Section 6.1(a4.1(a) or Section 6.1(b(b) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any members of the AT&T Services Group or the NCR Group that is specified in the Separation and Distribution Agreement, in Section 3.4(b) or the applicable Schedules hereto or thereto as not to terminate as of the Closing Date or as of the NCR Distribution Date, as the case may be, or any other Liability specified in the (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateAgreement; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Persons, which third person claims Liability shall be governed by the provisions of this Article VI IV and by the Separation and Distribution Agreement, and, if applicable, by the appropriate provisions of the Transaction DocumentsAncillary Agreements or NCR Ancillary Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any such Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 4.1 but for the provisions of this clause (iv). (d) The Company NCR shall not make, and shall not permit any member of the Company NCR 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 Genworth or AT&T, any member of the Genworth AT&T Services Group, or any other Person released pursuant to Section 6.1(a4.1(a), with respect to any Liabilities released pursuant to Section 6.1(a4.1(a). Genworth AT&T shall not, and shall not permit any member of the Genworth AT&T Services Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company NCR or any member of the Company NCR Group, or any other Person released pursuant to Section 6.1(b4.1(b), with respect to any Liabilities released pursuant to Section 6.1(b4.1(b). (e) It is the intent of each of Genworth AT&T and the Company, NCR by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 4.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing NCR Distribution Date, between or among the Company NCR or any member of the Company NCR Group, on the one hand, and Genworth AT&T or any member of the Genworth AT&T Services Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing NCR Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 4.1(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c3.02(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 Distribution Date, to the fullest extent permitted by lawKraft does hereby, 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 each other member 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 Kraft Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Genworth Kraft Group (in each case, in their respective capacities as such), remise, release and forever discharge Altria, the members of the Altria Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the Altria 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution 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 DocumentsDistribution. (b) Except as provided in (i) Section 6.1(c3.02(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 Distribution Date, Genworth Altria does hereby 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 other member of the Company Altria Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Distribution Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the Company Altria Group (in each case, in their respective capacities as such), remise, release and forever discharge Kraft, the respective members of the Kraft Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the Kraft 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 law or in equity (including any right of contribution), whether arising under any contract, tort contract or agreement, by operation of Law 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 on or before the beginning of time up to the Closing Distribution 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 DocumentsDistribution. (c) Nothing contained in Section 6.1(a3.02(a) or Section 6.1(b(b) shall impair any right of any Person to enforce this Agreement or any Transaction DocumentOther Agreement, in each case in accordance with its terms. Nothing contained in Section 6.1(a3.02(a) or Section 6.1(b(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, or any other Liability of any member of any Group under, this Agreement, the Tax Sharing Agreement or any Transaction DocumentOther Agreement; (ii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used on any intercompany account specified in the ordinary course of business by a member of one Group from a member of the other Group prior to the Closing DateSection 2.05; (iii) any Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at that the request or on behalf of a member of the other Group; or (iv) any Liability that Genworth and the Company parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise, including for claims brought against Genworth and the Company parties by third Persons (Third Parties, which third person claims Liability shall be governed by the provisions of this Article VI andIII or, if applicable, the appropriate provisions of the Transaction DocumentsTax Sharing Agreement and the Other Agreements; or (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02(c). (d) The Company Kraft shall not make, and shall not permit any member of the Company Kraft Group to make, any claim or demand, demand or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth Altria or any member of the Genworth Altria Group, or any other Person released pursuant to Section 6.1(a3.02(a), with respect to any Liabilities released pursuant to Section 6.1(a3.02(a). Genworth Altria shall not, and shall not permit any member of the Genworth Altria Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification indemnification, against the Company Kraft or any member of the Company Kraft Group, or any other Person released pursuant to Section 6.1(b3.02(b), with respect to any Liabilities released pursuant to Section 6.1(b3.02(b). (e) It is the intent of each of Genworth Altria and the Company, Kraft by virtue of the provisions of this Section 6.1, to the fullest extent permitted by law and in furtherance of and without limitation of the releases in Section 6.1(a)-(b), 3.02 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Distribution Date, between or among the Company Kraft or any member of the Company Kraft Group, on the one hand, and Genworth Altria or any member of the Genworth Group, Altria Group on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Distribution Date), except as expressly set forth in Sections 6.1(a), (b) and (cSection 3.02(c). At any time, at the request of any other Partyparty, each Party party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.