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.

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 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 and any of the other transactions contemplated hereunder and under the Transaction Documents.

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.

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.

Release of Pre-Closing Claims. (a) Except as provided in (iSection 5.01(c) and except for claims described in Section 6.1(c6.01(f), (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 lawBHS 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 BHS Group, their respective AffiliatesAffiliates (other than any member of the Brink’s 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 BHS Group (in each case, in their respective capacities as such), remise, release and forever discharge Brink’s and the other members of the Brink’s Group, their respective Affiliates (other than any member of the BHS 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 Brink’s 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.

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.

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.

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.

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.

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 6.2Transaction Document, 6.3 and 6.4 set forth in those Sections and (iii) for any Transaction Document and this Agreementmatter for which a Brands 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 lawBrands, the Company does hereby for itself and each other member of the Brands 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 Brands Group (in each case, in their respective capacities as such), voluntarilyin each case, knowingly unconditionally remisetogether with their respective heirs, executors, administrators, successors and assigns, does hereby release and forever discharge Genworth Alon USA and the other members of the Genworth Alon USA Group, their respective Affiliates, successors and assigns, Affiliates and all Persons who at any time prior to the Closing Date have been were stockholders, directors, officers, agents or employees of any member of the Genworth Alon USA 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.

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 of the including Liabilities arising under CERCLA and other transactions contemplated hereunder and under the Transaction Documents.Environmental Laws. This Section 5.01(a) shall not affect Section 6.05 (