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, SpinCo does hereby, for itself and each other member of the SpinCo 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 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 whatsoever to SpinCo and each other member of the SpinCo 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.

Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution TimeIPO Closing Date, SpinCo TODCO does hereby, for itself and each other member of the SpinCo TODCO Group, their respective Affiliates, 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 SpinCo TODCO Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCoTransocean, each member of the RemainCo Transocean Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group)stockholders, directors, officers, agents or employees of any member of the RemainCo 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 whatsoever to SpinCo TODCO and each other member of the SpinCo TODCO Group, 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 Transfers, the Separation Separation, the IPO and the any Distribution.

Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c6.1(c), effective as of the Distribution TimeOfferings Closing Date, SpinCo the Company does hereby, for itself and each other member of the SpinCo 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 Distribution Time Offerings Closing Date have been stockholders, directors, officers, agents or employees of any member of the SpinCo Company Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCoParent, each the members of the Parent Group its respective Affiliates (other than any member of the RemainCo Group and their respective AffiliatesCompany Group), successors and assigns, and all stockholders (other than stockholders of Persons who at any publicly traded member of time prior to the RemainCo Group)Offerings Closing Date have been stockholders, directors, officers, agents or employees of any member of the RemainCo 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 to SpinCo and each other member of the SpinCo 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 TimeOfferings 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.

Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c6.1(c), effective as of the Distribution TimeRedemption Date, SpinCo Wireless does hereby, for itself and each other wholly owned member of the SpinCo Wireless Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time Redemption Date have been stockholdersshareholders, directors, officers, agents or employees of any wholly owned member of the SpinCo Wireless Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCoeach of Parent, each member the wholly owned members of the RemainCo Group and Parent Group, their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of Persons who at any publicly traded member of time prior to the RemainCo Group)Redemption Date have been shareholders, directors, officers, agents or employees of Parent or any wholly owned member of the RemainCo 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 to SpinCo and each other member of the SpinCo 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 TimeRedemption Date, including in connection with the transactions and all other activities to implement any Prior Transfersof the Separation, the Separation Mandatory Exchange and the Distribution.

Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c4.01(c), effective as of the Distribution TimeDate, SpinCo Circor does hereby, for itself and each other member of the SpinCo Circor Group, their respective AffiliatesAffiliates (other than any member of the Xxxxx Group), 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 SpinCo Circor Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCoXxxxx, each the members of the Xxxxx Group, their respective Affiliates (other than any member of the RemainCo Group and their respective AffiliatesCircor Group), successors and assigns, and all stockholders (other than stockholders of Persons who at any publicly traded member of time prior to the RemainCo Group)Distribution Date have been shareholders, directors, officers, agents or employees of any member of the RemainCo Xxxxx 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 SpinCo and each other member of the SpinCo 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, including in connection with the transactions and all other activities to implement any Prior Transfers, of the Separation Internal Reorganization and the Distribution.