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

Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution Time, B&W does hereby, for itself and each other member of the B&W Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the B&W Group (in each case, in their respective capacities as such), remise, release and forever discharge MII, each member of the MII Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the MII Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to B&W and each other member of the B&W Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Distribution Time, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (b) Except as provided in Section 3.1(c), effective as of the Distribution Time, MII does hereby, for itself and each other member of the MII Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the MII Group (in each case, in their respective capacities as such), remise, release and forever discharge B&W, each member of the B&W Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the B&W Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to MII and each other member of the MII Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Distribution Time, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (c) Nothing contained in Section 3.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Nothing contained in Section 3.1(a) or (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 that Group under, this Agreement or any Ancillary 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 or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the MII Group from any member of the B&W Group, or by any member of the B&W Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Date, or any related refund claims; (iv) any Liability that such Person may have pursuant to the Non-Debtor Affiliate Settlement Agreement, dated as of February 21, 2006, to which MII and various members of the B&W Group are parties; or (v) 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) B&W shall not make, and shall not permit any member of the B&W Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against MII or any member of the MII Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). MII shall not make, and shall not permit any member of the MII 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 B&W or any member of the B&W Group, or any other Person released pursuant to Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b). (e) It is the intent of each of MII and B&W by virtue of the provisions of this Section 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 at or before the Distribution Time, between or among B&W or any member of the B&W Group, on the one hand, and MII or any member of the MII Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at or before the Distribution Time), except as expressly set forth in Section 3.1(c). At any time, at the reasonable request of 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 Section 3.1(c), effective as of the Distribution TimeDate, B&W Fiesta Restaurant Group does hereby, for itself and each other member of the B&W Fiesta Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, directors, officers, members, managing members, agents or employees of any member of the B&W Fiesta Group (in each case, in their respective capacities as such), remise, release and forever discharge MIICRG and Carrols, each member of the MII CRG Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the MII CRG Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to B&W Fiesta Restaurant Group and each other member of the B&W Fiesta Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, 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 at on or before the Distribution TimeDate, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (b) Except as provided in Section 3.1(c), effective as of the Distribution TimeDate, MII does CRG and Carrols do hereby, for itself and each other member of the MII CRG Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, directors, officers, members, managing members, agents or employees of any member of the MII CRG Group (in each case, in their respective capacities as such), remise, release and forever discharge B&WFiesta Restaurant Group, each member of the B&W Fiesta Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, members, managing members, agents or employees of any member of the B&W Fiesta Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to MII CRG and each other member of the MII CRG Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, 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 at on or before the Distribution TimeDate, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (c) Nothing contained in Section 3.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Nothing contained in Section 3.1(a) or (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 that either Group under, this Agreement or Agreement, any Ancillary Agreement, the Prior Transfer or any other Contract among any members of the CRG Group and the Fiesta Group; (ii) any Liability that such Person the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the Parties 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 or receivable arising from or relating Liability that the parties may have with respect to the saleSubleases, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the MII Group from any member of the B&W Group, or by any member of the B&W Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Date, or any related refund claims;or (iv) any Liability that such Person may have pursuant to the Non-Debtor Affiliate Settlement Agreement, dated as of February 21, 2006, to which MII and various members of the B&W Group are parties; or (v) any Liability the release of which would result in the release of any Person other than an Indemnitee; provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee with respect to such Liability. (d) B&W Fiesta Restaurant Group shall not make, and shall not permit any member of the B&W Fiesta Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against MII CRG, Carrols, Carrols LLC or any member of the MII CRG Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). MII CRG, Carrols and Carrols LLC shall not make, and shall not permit any member of the MII CRG 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 B&W Fiesta Restaurant Group or any member of the B&W Fiesta Group, or any other Person released pursuant to Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b). (e) It is the intent of each of MII CRG, Carrols and B&W Fiesta Restaurant Group by virtue of the provisions of this Section 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 at on or before the Distribution TimeDate, between or among B&W Fiesta Restaurant Group or any member of the B&W Fiesta Group, on the one hand, and MII CRG, Carrols or any member of the MII CRG Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at on or before the Distribution TimeDate), except as expressly set forth in Section 3.1(c). At any time, at the reasonable request of the 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 Section 3.1(c3.02(c), effective as of the Distribution TimeDate, B&W PMI does hereby, for itself and each other member of the B&W PMI Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the B&W PMI Group (in each case, in their respective capacities as such), remise, release and forever discharge MIIAltria, each member the members of the MII Group and Altria Group, their respective Affiliates, successors and assigns, and all stockholdersPersons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the MII 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 to B&W and each other member of the B&W Groupwhatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeDate, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (b) Except as provided in Section 3.1(c3.02(c), effective as of the Distribution TimeDate, MII Altria does hereby, for itself and each other member of the MII Altria Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the MII Altria Group (in each case, in their respective capacities as such), remise, release and forever discharge B&WPMI, each member the respective members of the B&W Group and PMI Group, their respective Affiliates, successors and assigns, and all stockholdersPersons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of any member of the B&W PMI Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to MII and each other member of the MII Groupwhatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeDate, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution. (c) Nothing contained in Section 3.1(a3.02(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreementsOther Agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreementin each case in accordance with its terms. Nothing contained in Section 3.1(a3.02(a) or (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 that any Group under, this Agreement, the Tax Sharing Agreement or any Ancillary AgreementOther Agreements; (ii) any Liability on any intercompany account specified in Section 2.05; (iii) any Liability that such Person the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement the Other Agreements for claims brought against the Parties parties by third PersonsThird Parties, which Liability shall be governed by the provisions of this Article III andor, if applicable, the appropriate provisions of the Ancillary Tax Sharing Agreement and the Other Agreements; (iii) any unpaid accounts payable or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the MII Group from any member of the B&W Group, or by any member of the B&W Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Date, or any related refund claims;or (iv) any Liability that such Person may have pursuant to the Non-Debtor Affiliate Settlement Agreement, dated as of February 21, 2006, to which MII and various members of the B&W Group are parties; or (v) any Liability if the release of which that Liability would result in the release of any Person an insurance company or other than an Indemnitee; provided Third Party that is not expressly released by the Parties agree not to bring suit or permit any parties by the terms of their Subsidiaries to bring suit against any Indemnitee with respect to such Liabilitythis Section 3.02. (d) B&W PMI shall not make, and shall not permit any member of the B&W PMI 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 MII Altria or any member of the MII Altria Group, or any other Person released pursuant to Section 3.1(a3.02(a), with respect to any Liabilities released pursuant to Section 3.1(a3.02(a). MII Altria shall not makenot, and shall not permit any member of the MII Group Altria 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 B&W PMI or any member of the B&W PMI Group, or any other Person released pursuant to Section 3.1(b3.02(b), with respect to any Liabilities released pursuant to Section 3.1(b3.02(b). (e) It is the intent of each of MII Altria and B&W PMI by virtue of the provisions of this Section 3.1 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 at on or before the Distribution TimeDate, between or among B&W PMI or any member of the B&W PMI Group, on the one hand, and MII Altria or any member of the MII Group, Altria Group on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at on or before the Distribution TimeDate), except as expressly set forth in Section 3.1(c3.02(c). At any time, at the reasonable request of the 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 Section 3.1(c5.01(c), effective as of the Distribution TimeDate, B&W does herebyAT&T shall, for itself and each other wholly owned member of the B&W AT&T Communications Group (other than any member of the AT&T Broadband Group, ) and their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the B&W AT&T Communications Group (in each case, in their respective capacities as such), remise, release and forever discharge MII, each of AT&T Broadband and the respective wholly owned members of the AT&T Broadband Group (other than any member of the MII Group and AT&T Communications Group), their respective Affiliates, successors and assigns, and all stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the MII 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 to B&W and each other member of the B&W Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeDate, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement any Prior Transfers, either the Separation and or the Distribution. (b) Except as provided in Section 3.1(c5.01(c), effective as of the Distribution TimeDate, MII does herebyAT&T Broadband shall, for itself and each other wholly owned member of the MII AT&T Broadband Group (other than any member of the AT&T Communications Group, ) and their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the MII AT&T Broadband Group (in each case, in their respective capacities as such), remise, release and forever discharge B&W, each of AT&T and the respective wholly owned members of the AT&T Communications Group (other than any member of the B&W Group and AT&T Broadband Group), their respective Affiliates, successors and assigns, and all stockholdersshareholders, directors, officers, members, agents or employees of any wholly owned member of the B&W 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 to MII and each other member of the MII Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeDate, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement any Prior Transfers, either the Separation and or the Distribution. (c) Nothing contained in Section 3.1(a5.01(a) or (b5.01(b) shall impair any right of any Person to enforce this Agreement, any other Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified inin Section 2.04(b) or the applicable Schedules thereto not to terminate as of the Distribution Date, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreementin each case in accordance with its terms. Nothing contained in Section 3.1(a5.01(a) or (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 that any Group under, this Agreement or any other Ancillary 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 or receivable Liability arising from or relating to the sale, lease, construction, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any a member of the MII one Group from any a member of the B&W Group, or by any member of the B&W other Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Date, or any related refund claims; (iv) any Liability that such Person may have pursuant for payment for goods, services or property purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Non-Debtor Affiliate Settlement Agreement, dated as of February 21, 2006, to which MII and various members of the B&W Group are partiesDistribution Date or any related refund claims; or (v) any Liability the release of which would result in the release of any Person other than an Indemniteea Person released pursuant to this Section 5.01; provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee Person with respect to any Liability to the extent that such Person would be released with respect to such LiabilityLiability by this Section 5.01 but for the provisions of this clause (v). (d) B&W AT&T shall not make, and shall not permit any member of the B&W Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against MII or any member of the MII Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). MII shall not make, and shall not permit any member of the MII 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 B&W AT&T Broadband or any wholly owned member of the B&W AT&T Broadband Group, or any other Person released pursuant to Section 3.1(b5.01(a), with respect to any Liabilities released in respect of such Person pursuant to Section 3.1(b5.01(a). AT&T Broadband shall not make, and shall not permit any member of the AT&T Broadband 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 AT&T or any wholly owned member of the AT&T Communications Group, or any other Person released pursuant to Section 5.01(b), with respect to any Liabilities in respect of such Person released pursuant to Section 5.01(b). (e) It is the intent of each of MII and B&W by virtue of the provisions of this Section 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 at or before the Distribution Time, between or among B&W or any member of the B&W Group, on the one hand, and MII or any member of the MII Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at or before the Distribution Time), except as expressly set forth in Section 3.1(c). At any time, at the reasonable request of the 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 Section 3.1(c5.1(c), effective as of the Distribution TimeClosing Date, B&W Lucent does hereby, for itself and each other member of the B&W Lucent Group, their respective AffiliatesAffiliates (other than any member of the AT&T Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the B&W Lucent Group (in each case, in their respective capacities as such), remise, release and forever discharge MIIeach of AT&T and NCR, each the respective members of the AT&T Services Group and the NCR Group, their respective Affiliates (other than any member of the MII Group and their respective AffiliatesLucent Group), successors and assigns, and all stockholdersPersons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of any member of the MII AT&T Services Group or the NCR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to B&W and each other member of the B&W Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeClosing Date, including in connection with the transactions and all other activities to implement any Prior Transfersof the Separation, the Separation IPO and the Distribution. (b) Except as provided in Section 3.1(c5.1(c), effective as of the Distribution TimeClosing Date, MII each of AT&T and NCR does hereby, for itself and each other member of the MII AT&T Services Group and the NCR Group, their respective AffiliatesAffiliates (other than any member of the Lucent Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Closing Date have been stockholdersshareholders, directors, officers, agents or employees of any member of the MII AT&T Services Group or the NCR Group (in each case, in their respective capacities as such), remise, release and forever discharge B&WLucent, each the respective members of the Lucent Group, their respective Affiliates (other than any member of the B&W Group and their respective AffiliatesAT&T Group), successors and assigns, and all stockholdersPersons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of any member of the B&W Lucent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever to MII and each other member of the MII Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeClosing Date, including in connection with the transactions and all other activities to implement any Prior Transfersof the Separation, the Separation IPO and the Distribution. (c) Nothing contained in Section 3.1(a5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified inin Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreementin each case in accordance with its terms. Nothing contained in Section 3.1(a5.1(a) or (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, the Lucent Group or the NCR Group that is specified in Section 2.4(b) or the applicable Schedules thereto as not to terminate as of the Closing Date, or any other Liability specified in such Section 2.4(b) 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 that any Group under, this Agreement or any Ancillary Agreement; (iiiii) 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 or receivable arising from or relating to the sale, provisionlease, construction or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any a member of the MII one Group from any a member of the B&W Group, or by any member of the B&W other Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Closing Date, or any related refund claims; (iv) 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 another Group; (v) any Liability that such Person the parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Non-Debtor Affiliate Settlement Agreementparties by third Persons, dated as which Liability shall be governed by the provisions of February 21this Article V and Article VI and, 2006if applicable, to which MII and various members the appropriate provisions of the B&W Group are partiesAncillary Agreements; or (vvi) any Liability the release of which would result in the release of any Person other than an Indemniteea Person released pursuant to this Section 5.1; provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Indemnitee Person with respect to any Liability to the extent that such Person would be released with respect to such LiabilityLiability by this Section 5.1 but for the provisions of this clause (vi). (d) B&W Lucent shall not make, and shall not permit any member of the B&W Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against MII or any member of the MII Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). MII shall not make, and shall not permit any member of the MII Lucent 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 B&W AT&T, NCR or any member of the B&W AT&T Services Group or NCR Group, or any other Person released pursuant to Section 3.1(b5.1(a), with respect to any Liabilities released pursuant to Section 3.1(b5.1(a). AT&T shall not, and shall not permit any member of the 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, against Lucent or any member of the Lucent Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). NCR shall not, and shall not permit any member of the 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 Lucent or any member of the Lucent Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b). (e) It is the intent of each of MII AT&T, Lucent and B&W NCR by virtue of the provisions of this Section 3.1 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 at on or before the Distribution TimeClosing Date, between or among B&W Lucent or any member of the B&W Lucent Group, on the one hand, and MII AT&T, NCR or any member of the MII AT&T Services Group or the NCR Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at on or before the Distribution TimeClosing Date), except as expressly set forth in Section 3.1(c5.1(c). At any time, at the reasonable request of the 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 Section 3.1(c5.1(c) and 5.1(d), effective as of the Distribution TimeIPO Closing Date, B&W HXXX does hereby, for itself and each other member of the B&W 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 Distribution Time IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the B&W HXXX Group (in each case, in their respective capacities as such), remise, release and forever discharge MIIHBIO and the members of the HBIO Group, each their respective Affiliates (other than any member of the MII Group and their respective AffiliatesHXXX 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 MII 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 to B&W and each other member of the B&W Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeIPO Closing Date, including in connection with the transactions and all other activities to implement any Prior Transfersof the Separation, the Separation IPO and the Distribution. (b) Except as provided in Section 3.1(c5.1(c), effective as of the Distribution TimeIPO Closing Date, MII HBIO does hereby, for itself and each other member of the MII HBIO Group, their respective AffiliatesAffiliates (other than any member of the HXXX Group), successors and assigns, and all Persons who at any time prior to the Distribution Time IPO Closing Date have been stockholders, directors, officers, agents or employees of any member of the MII HBIO Group (in each case, in their respective capacities as such), remise, release and forever discharge B&WHXXX, each the respective members of the HXXX Group, their respective Affiliates (other than any member of the B&W Group and their respective AffiliatesHBIO 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 B&W 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 to MII and each other member of the MII Groupwhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contractcontract 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 at on or before the Distribution TimeIPO Closing Date, including in connection with the transactions and all other activities to implement any Prior Transfersof the Separation, the Separation IPO and the Distribution. (c) Nothing contained in Section 3.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Nothing contained in Section 3.1(a) or (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 that Group under, this Agreement or any Ancillary 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 or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the MII Group from any member of the B&W Group, or by any member of the B&W Group from any member of the MII Group, pursuant to: (A) either of the Support Services Agreements dated as of January 1, 2000 to which certain of the B&W Entities and certain of the MII Entities are parties, as amended or supplemented through the Distribution Time (provided, however, that it is acknowledged that all outstanding amounts under such Support Services Agreements owing from any member of the MII Group to any member of the B&W Group or from any member of the B&W Group to any member of the MII Group as of April 30, 2010 have been settled pursuant to the Omnibus Restructuring Agreement; or (B) any agreement entered into in the ordinary course of business prior to the Distribution Date, or any related refund claims; (iv) any Liability that such Person may have pursuant to the Non-Debtor Affiliate Settlement Agreement, dated as of February 21, 2006, to which MII and various members of the B&W Group are parties; or (v) 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) B&W shall not make, and shall not permit any member of the B&W Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against MII or any member of the MII Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). MII shall not make, and shall not permit any member of the MII 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 B&W or any member of the B&W Group, or any other Person released pursuant to Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b). (e) It is the intent of each of MII and B&W by virtue of the provisions of this Section 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 at or before the Distribution Time, between or among B&W or any member of the B&W Group, on the one hand, and MII or any member of the MII Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at or before the Distribution Time), except as expressly set forth in Section 3.1(c). At any time, at the reasonable request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.