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

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c), effective as of the Distribution Date, Cohesant shall, for itself and each other Cohesant Entity, remise, release and forever discharge each Spinco Entity from any and all Liabilities whatsoever owing to any Cohesant Entity, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring and the Distribution. (b) Except as provided in Section 5.01(c), effective as of the Distribution Date, Spinco shall, for itself and each Spinco Entity, remise, release and forever discharge each Cohesant Entity from any and all Liabilities whatsoever owing to any Spinco Entity, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring and the Distribution. (c) Nothing contained in Sections 5.01(a) or (b) shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, any other Transaction Agreement or any Contract between any Spinco Entity and any Cohesant Entity that does not terminate as of the Distribution Date, in each case in accordance with its terms. In addition, nothing contained in Section 5.01(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as the case may be, in accordance with, or any other Liability of such Person under, this Agreement or any other Transaction Agreement; (iii) any Liability, the release of which would result in the release of any Person other than a Cohesant Entity or a Spinco Entity; 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 5.01 but for the provisions of this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective Time.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c11.01(c), effective as of the Distribution DateClosing, Cohesant shallthe Transferred US Entity does hereby, for itself and each Transferred Group Member (other Cohesant than the Transferred Indian Entity) and their respective Affiliates, remiseshareholders, directors, officers, employees, successors and assigns, release and forever discharge each Spinco Entity Parent, the Parent Subsidiaries and their respective Affiliates, successors and assigns from any and all Liabilities whatsoever owing to any Cohesant Entitywhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law, as a result of negligence or strict liability or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Closing Date, including in connection with the transactions and all other activities to implement the Restructuring and the DistributionTransactions. (b) Except as provided in Section 5.01(c11.01(c), effective as of the Distribution DateClosing, Spinco shallParent does hereby, for itself and each Spinco EntityParent Subsidiary and their respective Affiliates, remiseshareholders, directors, officers, employees, successors and assigns, release and forever discharge Purchaser and each Cohesant Entity Transferred Group Member and each of their respective Subsidiaries, Affiliates, successors and assigns from any and all Liabilities whatsoever owing to any Spinco Entitywhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law, as a result of negligence or strict liability or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Closing Date, including in connection with the transactions and all other activities to implement the Restructuring and the DistributionTransactions. (c) Nothing contained in Sections 5.01(aSection 11.01(a) or (b11.01(b) shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, Agreement or any other Transaction Agreement or any Contract between any Spinco Entity and any Cohesant Entity that does not terminate as of the Distribution DateDocument, in each case in accordance with its terms. In addition, nothing Nothing contained in Section 5.01(a11.01(a) or (b11.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity a party hereto, its Subsidiaries or Cohesant Entity, as the case may be, its Affiliates in accordance with, or any other Liability of such Person a party hereto, its Subsidiaries or its Affiliates under, this Agreement or any other Transaction AgreementDocument; (ii) any Liability that the parties hereto may have with respect to indemnification brought pursuant to this Article XI (whether arising from a claim by a party hereto or by third Persons), which Liability shall be governed by the provisions of this Article XI and, if applicable, the appropriate provisions of the other Transaction Documents; (iii) any Liability, Liability the release of which would result in the release of any Person other than a Cohesant Entity or a Spinco Entity; provided that the Parties agree not Person released pursuant 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 5.01 but for the provisions of this clause (iii)11.01; or (iv) any Inter-Company Indebtedness due Liability resulting from, or in respect of, Fraud. (d) Subject to Section 11.01(c), following the Closing, Purchaser shall not, and owing shall not permit any Purchaser Subsidiary to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification (other than pursuant to this Article XI or any other Transaction Document), against Parent or any Parent Subsidiary, or any other Person released pursuant to Section 11.01(a), with respect to any Liabilities released pursuant to Section 11.01(a). Subject to Section 11.01(c), following the Cohesant Closing, Parent shall not, and shall not permit any Parent Subsidiary to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification (other than pursuant to this Article XI or any other Transaction Document), against Purchaser, any Transferred Group Member or any other Person released pursuant to Section 11.01(b), with respect to any Liabilities released pursuant to Section 11.01(b). (e) At any time, at the Spinco Group up request of any other party hereto, each of the parties hereto shall cause each of its respective Subsidiaries and Affiliates to execute and through deliver releases reflecting the Effective Timeprovisions of this Section 11.01.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(cclause 5.1(d), below, effective as of the Distribution Datetime of Closing, Cohesant shallGenworth Australia does hereby, for itself and as agent for each other Cohesant Entityof its Affiliates, remise, release and forever discharge Genworth Financial, its Affiliates and each Spinco Entity of their respective directors, officers and employees, and their heirs, executors, successors and assigns, directly or indirectly from any and all Liabilities whatsoever owing to any Cohesant Entitywhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as time of the Distribution DateClosing, including in connection with respect of the transactions and all other activities to implement any of the Restructuring and Initial Public Offering or the Distributiontransactions contemplated by this Agreement or any of the IPO Agreements. (b) Except as provided in Section 5.01(cclause 5.1(d), below, effective as of the Distribution Datetime of Closing, Spinco shallGenworth Financial does hereby, for itself and as agent for each Spinco Entityof its Affiliates, remise, release and forever discharge Genworth Australia, its Affiliates and each Cohesant Entity of their respective directors, officers and employees, and their heirs, executors, successors and assigns, directly or indirectly from any and all Liabilities whatsoever owing to any Spinco Entitywhatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as time of the Distribution DateClosing, including in connection with respect of the transactions and all other activities to implement any of the Restructuring and Initial Public Offering or the Distributiontransactions contemplated in this Agreement or any of the IPO Agreements. (c) Genworth Australia, for itself and as agent for each of its Affiliates, and Genworth Financial, for itself and as agent for each of its Affiliates, do hereby agree, represent, and warrant that the matters released herein are not limited to matters which are known or disclosed. Genworth Australia and Genworth Financial may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this release, but each shall be deemed to have, finally and forever settled and released any and all claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. (d) Nothing contained in Sections 5.01(aany of clauses 5.1(a), 5.1(b) or (b5.1(c) shall impair any right of any Person to enforce this AgreementAgreement (including the provisions of clauses 5.1(a), including5.1(b), without limitation5.1(c), the indemnification obligation in Sections 5.02 5.2 and 5.03 herein5.3 hereof), any other Transaction Agreement IPO Agreement, any other agreement in force and effect between any member of the Genworth Australia Group and any member of the Genworth Financial Group, or any Contract between debt or liability owing by any Spinco Entity and any Cohesant Entity that does not terminate as member of the Distribution DateGenworth Financial Group to any member of the Genworth Australia Group (or vice versa), which arises from and after the Closing, in each case in accordance with its terms. In addition, nothing contained in Section 5.01(a) or (b) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as the case may be, in accordance with, or any other Liability of such Person under, this Agreement or any other Transaction Agreement; (iii) any Liability, the release of which would result in the release of any Person other than a Cohesant Entity or a Spinco Entity; 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 5.01 but for the provisions of this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective Time.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c15.3 and Sections 5.1(i), 5.10(b), 11.3 and 12.5 and any agreements entered into pursuant to Section 10.3 or Section 12.8, effective as of the Distribution Datedate of the Distribution, Cohesant Parent shall, for itself and each other Cohesant Entity, remiseof its affiliates, release and forever discharge Splitco and RMT Partner and each Spinco Entity of their respective affiliates from any and all Liabilities liabilities whatsoever owing to any Cohesant EntityParent and each of its affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Datedate of the Distribution, whether or not known as of the Distribution Datesuch date, including in connection with the transactions and all other activities to implement the Restructuring and the Distributioncontemplated hereby. (b) Except as provided in Section 5.01(c)15.2, effective as of the Distribution Datedate of the Distribution, Spinco each of Splitco and RMT Partner shall, for itself and each Spinco Entity, remiseof its affiliates, release and forever discharge Parent and each Cohesant Entity of its affiliates from any and all Liabilities liabilities whatsoever owing to Splitco or RMT Partner or any Spinco Entityof their respective affiliates, whether at law or in equity (including any right of contributionContribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Datedate of the Distribution, whether or not known as of the Distribution Datesuch date, including in connection with the transactions and all other activities to implement the Restructuring and the Distributioncontemplated hereby. (c) Nothing contained in Sections 5.01(a) Section 15.6 or (b) this Section 15.7 shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, any other Transaction Agreement or any Contract between Collateral Agreement or any Spinco Entity and agreements entered into pursuant to Section 10.3 or Section 12.8 or any Cohesant Entity covenants or agreements contained herein that does not terminate as of survive the Distribution DateClosing pursuant to Section 15.1, in each case in accordance with its terms. In addition, nothing . (d) Nothing contained in this Section 5.01(a) 15.7 or (b) Section 15.6 shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liabilityliability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity a party, its subsidiaries or Cohesant Entity, as the case may be, its affiliates in accordance with, or any other Liability liability of such Person under, a party or its affiliates under this Agreement or any other Transaction Collateral Agreement; (ii) any liability that the parties may have with respect to indemnification pursuant to this Agreement for claims brought against the parties by third parties, which liability shall be governed by the provisions of this Article 15 and, if applicable, the appropriate provisions of the Collateral Agreements; or (iii) any Liability, liability the release of which would result in the release of any Person other than a Cohesant Entity Person released pursuant to Section 15.7(a) or a Spinco Entity; provided that (b). (e) At any time, at the Parties agree not request of any other party, each party shall cause each of its respective affiliates 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 5.01 but for execute and deliver releases reflecting the provisions of this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective TimeSection 15.7.

Release of Pre-Closing Claims. (a) Except as (i) provided in Section 5.01(c)7.01(c) and Section 7.03, (ii) as may be otherwise expressly provided in this Agreement, the Contribution Agreement or any Ancillary Agreement or any agreement entered into in connection with the transactions contemplated by the Separation and (iii) for any matter for which any party is entitled to indemnification pursuant to this Article VII, effective as of the Distribution Effective Date, Cohesant shallthe Company does hereby, for itself and for each other Cohesant Entity, remisemember of the Company Group as of the Effective Date and their respective successors and assigns, release and forever discharge AT&T and each Spinco Entity member of the AT&T Group, from any and all Liabilities whatsoever owing to any Cohesant Entitywhatsoever, whether at law Law or in equity (including any right rights of contributioncontribution or recovery), 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 in each case on or before the Distribution Date, whether or not known as of the Distribution Effective Date, including in connection with the transactions contemplated by the Separation and all other activities to implement this Agreement, and under any of the Restructuring and the DistributionAncillary Agreements. (b) Except as (i) provided in Section 5.01(c)7.01(c) and Section 7.02, (ii) as may be otherwise expressly provided in this Agreement, the Contribution Agreement or any Ancillary Agreement or any agreement entered into in connection with the transactions contemplated by the Separation and (iii) for any matter for which any party is entitled to indemnification pursuant to this Article VII, effective as of the Distribution Effective Date, Spinco shallAT&T does hereby, for itself and for each Spinco Entitymember of the AT&T Group as of the Effective Date and their respective successors and assigns, remise, release and forever discharge the Company and each Cohesant Entity member of the Company Group as of the Effective Date, from any and all Liabilities whatsoever owing to any Spinco Entitywhatsoever, whether at law Law or in equity (including any right rights of contributioncontribution or recovery), whether arising under any Contract, by operation of law Law or otherwise, including for 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 in each case on or before the Distribution Date, whether or not known as of the Distribution Effective Date, including in connection with the transactions contemplated by the Separation and all other activities to implement this Agreement and under any of the Restructuring and the DistributionAncillary Agreements. (c) Nothing contained in Sections 5.01(aSection 7.01(a) or (bSection 7.01(b) shall (x) impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 hereinContribution Agreement, any other Transaction Ancillary Agreement or any Contract between any Spinco Entity and any Cohesant Entity Contracts that does are specified in Section 2.01 or the applicable schedules thereto not to terminate as of the Distribution Effective Date, in each case in accordance with its terms. In addition, nothing contained in Section 5.01(a) terms or (by) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco EntityIntercompany Agreement, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate than Liabilities in respect of amounts due or outstanding as of the Distribution DateEffective Date under such Terminated Intercompany Agreements; (ii) any LiabilityLiability assumed or retained by, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as the case may be, Group of which such Person is a member in accordance with, or any other Liability of such any Person underin any Group under this Agreement, this the Contribution Agreement or any other Transaction Ancillary Agreement, including with respect to the Company Group, any Vrio Liability; (iii) any LiabilityLiability provided in or resulting from any Contract or understanding that is entered into on or after the Effective Date between a member of the AT&T Group, on the one hand, and a member of the Company Group, on the other hand; (iv) any Liability that the parties may have with respect to claim for indemnification, recovery or contribution brought pursuant to this Agreement or any Ancillary Agreement, which Liability shall be governed by the provisions of Section 7.02 or 7.03, as applicable, or, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Cohesant Entity or a Spinco Entity; provided that the Parties agree Person released pursuant to this Section 7.01. (d) The Company shall not, and shall not to bring suit or permit any Person in the Company Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of their Subsidiaries to bring suit contribution, recovery or any indemnification, against AT&T or any Person in the AT&T Group, or any other Person released pursuant to Section 7.01(a), with respect to any Liability Liabilities released pursuant to Section 7.01(a). AT&T shall not, and shall not permit any Person in the extent that such AT&T Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification against the Company or any Person would be in the Company Group, or any other Person released pursuant to Section 7.01(b), with respect to such Liability any Liabilities released pursuant to Section 7.01(b). (e) If any Person associated with either AT&T or the Company (including any of their respective directors, officers, agents or employees) initiates an Action with respect to claims released by this Section 5.01 but for 7.01, the party with which such Person is associated shall indemnify the other party against such Action in accordance with the provisions of set forth in this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective TimeArticle VII.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c), effective as of the Distribution Date, Cohesant Heinz shall, for itself and each other Cohesant Entitymember of the Heinz Group, remise, release and forever discharge each member of the Spinco Entity Group from any and all Liabilities whatsoever owing to any Cohesant Entitythe Heinz Group, whether at 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 on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring Contribution and the Distribution. (b) Except as provided in Section 5.01(c), effective as of the Distribution Date, Spinco shall, for itself and each other member of the Spinco EntityGroup, remise, release and forever discharge each Cohesant Entity member of the Heinz Group from any and all Liabilities whatsoever owing to any the Spinco EntityGroup, whether at 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 on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Restructuring Contribution and the Distribution. (c) Nothing contained in Sections 5.01(a) or (b5.01(b) shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, any other Transaction Agreement or any Contract between any members of the Spinco Entity Group, on the one hand, and any Cohesant Entity the Heinz Group, on the other hand, that does not terminate as of the Distribution Date, in each case in accordance with its terms. In addition, nothing Nothing contained in Section 5.01(a) or (b5.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any members of the Spinco EntityGroup, on the one hand, and any Cohesant Entitythe Heinz Group, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as the case may be, Group of which such Person is a member in accordance with, or any other Liability of such Person any member of any Group under, this Agreement or any other Transaction Agreement; (iii) any LiabilityLiability 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 a member of one Group from a member of any other Group prior to the Distribution Date or any related refund claims; or (iv) any Liability the release of which would result in the release of any Person other than a Cohesant Entity member of the Heinz Group or a the Spinco EntityGroup; 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 5.01 but for the provisions of this clause (iiiiv); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective Time.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c11.01(c), effective as of the Distribution DateClosing, Cohesant shalleach of the Transferred Entities does hereby, for itself and each other Cohesant EntityTransferred Group Member and their respective Affiliates, shareholders, directors, officers, employees, successors and assigns, remise, release and forever discharge each Spinco Entity Parent, the Parent Subsidiaries and their respective Affiliates, successors and assigns from any and all Liabilities whatsoever owing to any Cohesant Entity(including Environmental Liabilities), whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law, as a result of negligence or strict liability or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Closing Date, including in connection with the transactions and all other activities to implement the Restructuring and the DistributionTransactions. (b) Except as provided in Section 5.01(c11.01(c), effective as of the Distribution DateClosing, Spinco shallParent does hereby, for itself and each Spinco EntityParent Subsidiary and their respective Affiliates, shareholders, directors, officers, employees, successors and assigns, remise, release and forever discharge each Cohesant Entity Transferred Group Member and their respective Affiliates, successors and assigns from any and all Liabilities whatsoever owing to any Spinco Entity(including Environmental Liabilities), whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law, as a result of negligence or strict liability or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Closing Date, including in connection with the transactions and all other activities to implement the Restructuring and the DistributionTransactions. (c) Nothing contained in Sections 5.01(aSection 11.01(a) or (b11.01(b) shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, Agreement or any other Transaction Agreement Document or any Contract between any Spinco Entity and any Cohesant Entity Contracts that does are specified in Section 1.06(b) not to terminate as of the Distribution DateClosing, in each case in accordance with its terms. In addition, nothing Nothing contained in Section 5.01(a11.01(a) or (b11.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on among Parent and the one hand, Parent Subsidiaries or the Transferred Entities and any Cohesant Entity, on the other hand, Transferred Group Members and their respective Affiliates that does is specified in Section 1.06(b) not to terminate as of the Distribution DateClosing; (ii) any Liability, contingent or otherwise, Liability assumed, transferred, assigned or allocated to any Spinco Entity a party hereto, its Subsidiaries or Cohesant Entity, as the case may be, its Affiliates in accordance with, or any other Liability of such Person a party hereto, its Subsidiaries or its Affiliates under, this Agreement or any other Transaction AgreementDocument; (iii) any LiabilityLiability that the parties hereto may have with respect to indemnification pursuant to this Agreement for claims brought against the parties hereto by third Persons, which Liability shall be governed by the provisions of this Article XI and, if applicable, the appropriate provisions of the other Transaction Documents; (iv) any Liability the release of which would result in the release of any Person other than a Cohesant Entity Person released pursuant to this Section 11.01; or (v) any Liability resulting from, or a Spinco Entity; provided that in respect of, Fraud. (d) Subject to Section 11.01(c), following the Parties agree Closing, Purchaser shall not, and shall not to bring suit or permit any Purchaser Subsidiary to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of their Subsidiaries contribution or any indemnification, against Parent or any Parent Subsidiary, or any other Person released pursuant to bring suit against any Person Section 11.01(a), with respect to any Liability Liabilities released pursuant to Section 11.01(a). Subject to Section 11.01(c), following the extent that such Closing, Parent shall not, and shall not permit any Parent Subsidiary to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any Transferred Group Member or any other Person would be released pursuant to Section 11.01(b), with respect to such Liability by this any Liabilities released pursuant to Section 5.01 but for 11.01(b). (e) At any time, at the request of any other party hereto, each of the parties hereto shall cause each of its respective Subsidiaries and Affiliates to execute and deliver releases reflecting the provisions of this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective TimeSection 11.01.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c15.3 and Sections 5.1(i), 5.10(b), 11.3 and 12.5 and any agreements entered into pursuant to Section 10.3 or Section 12.8, effective as of the Distribution Datedate of the Distribution, Cohesant Parent shall, for itself and each other Cohesant Entity, remiseof its affiliates, release and forever discharge Splitco and RMT Partner and each Spinco Entity of their respective affiliates from any and all Liabilities liabilities whatsoever owing to any Cohesant EntityParent and each of its affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Datedate of the Distribution, whether or not known as of the Distribution Datesuch date, including in connection with the transactions and all other activities to implement the Restructuring and the Distributioncontemplated hereby. (b) Except as provided in Section 5.01(c)15.2, effective as of the Distribution Datedate of the Distribution, Spinco each of Splitco and RMT Partner shall, for itself and each Spinco Entity, remiseof its affiliates, release and forever discharge Parent and each Cohesant Entity of its affiliates from any and all Liabilities liabilities whatsoever owing to Splitco or RMT Partner or any Spinco Entityof their respective affiliates, whether at law or in equity (including any right of contributionContribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Datedate of the Distribution, whether or not known as of the Distribution Datesuch date, including in connection with the transactions and all other activities to implement the Restructuring and the Distributioncontemplated hereby. (c) Nothing contained in Sections 5.01(a) Section 15.6 or (b) this Section 15.7 shall impair any right of any Person to enforce this Agreement, including, without limitation, the indemnification obligation in Sections 5.02 and 5.03 herein, any other Transaction Agreement or any Contract between Collateral Agreement or any Spinco Entity and agreements entered into pursuant to Section 10.3 or Section 12.8 or any Cohesant Entity covenants or agreements contained herein that does not terminate as of survive the Distribution DateClosing pursuant to Section 15.1, in each case in accordance with its terms. In addition, nothing . (d) Nothing contained in this Section 5.01(a) 15.7 or (b) in Section 15.6 shall release any Person from: (i) any Liability provided in or resulting from any Contract between any Spinco Entity, on the one hand, and any Cohesant Entity, on the other hand, that does not terminate as of the Distribution Date; (ii) any Liabilityliability, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity a party, its subsidiaries or Cohesant Entity, as the case may be, its affiliates in accordance with, or any other Liability liability of such Person under, a party or its affiliates under this Agreement or any other Transaction Collateral Agreement; (ii) any liability that the parties may have with respect to indemnification pursuant to this Agreement for claims brought against the parties by third parties, which liability shall be governed by the provisions of this Article 15 and, if applicable, the appropriate provisions of the Collateral Agreements; or (iii) any Liability, liability the release of which would result in the release of any Person other than a Cohesant Entity Person released pursuant to Section 15.7(a) or a Spinco Entity; provided that (b). (e) At any time, at the Parties agree not request of any other party, each party shall cause each of its respective affiliates 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 5.01 but for execute and deliver releases reflecting the provisions of this clause (iii); or (iv) any Inter-Company Indebtedness due and owing to the Cohesant Group or the Spinco Group up to and through the Effective Time.Section 15.7. Table of Contents