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(c), effective as of the Distribution Date, Cohesant TWDC shall, for itself and each other Cohesant TWDC Entity, remise, release and forever discharge each Spinco Entity from any and all Liabilities whatsoever owing to any Cohesant TWDC 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 TWDC 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 TWDC Entity 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 (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 TWDC 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 TWDC Entity, as the case may be, in accordance with, or any other Liability of such Person under, this Agreement or any other Transaction Agreement;; or (iii) any Liability, the release of which would result in the release of any Person other than a Cohesant TWDC 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(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(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

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c4.01(c), effective as of the Distribution Date, Cohesant shallCircor does hereby, for itself and each other Cohesant Entitymember of the Circor Group, remisetheir respective Affiliates (other than any member of the Xxxxx Group), successors and assigns, release and forever discharge each Spinco Entity Xxxxx, the members of the Xxxxx Group, their respective Affiliates (other than any member of the Circor Group), 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 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 any of the Restructuring Internal Reorganization and the Distribution. (b) Except as provided in Section 5.01(c4.01(c), effective as of the Distribution Date, Spinco shallXxxxx does hereby, for itself and each Spinco Entityother member of the Xxxxx Group, remisetheir respective Affiliates (other than any member of the Circor Group), successors and assigns, release and forever discharge each Cohesant Entity Circor, the respective members of the Circor Group, their respective Affiliates (other than any member of the Xxxxx Group), 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 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 any of the Restructuring Internal Reorganization and the Distribution. (c) Nothing contained in Sections 5.01(aSection 4.01(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 Ancillary Agreement or any Contract between any Spinco Entity and any Cohesant Entity agreements, arrangements, commitments or understandings that does are specified in Section 3.02(b) or the applicable Schedules thereto not to terminate as of the Distribution Date, in each case in accordance with its terms. In addition, nothing Nothing contained in Section 5.01(a4.01(a) or (b) shall release any Person from:member of the Circor Group or any member of the Xxxxx Group from the Circor Liabilities or the Xxxxx Liabilities, respectively. (id) Circor shall not make, and shall not permit any Liability provided in member of the Circor Group to make, any claim or resulting demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Xxxxx or any member of the Xxxxx Group, or any other Person released pursuant to Section 4.01(a), with respect to any Liabilities released pursuant to Section 4.01(a). Xxxxx shall not, and shall not permit any member of the Xxxxx 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 Circor or any member of the Circor Group, or any other Person released pursuant to Section 4.01(b), with respect to any Liabilities released pursuant to Section 4.01(b). (e) It is the intent of each of Xxxxx and Circor by virtue of the provisions of this Section 4.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date, between or among Circor or any Contract between any Spinco Entitymember of the Circor Group, on the one hand, and Xxxxx or any Cohesant Entitymember of the Xxxxx Group, on the other hand, that does not terminate as of hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date; (ii) ), except as expressly set forth in Section 4.01(c). At any Liabilitytime, contingent or otherwise, assumed, transferred, assigned or allocated to any Spinco Entity or Cohesant Entity, as at the case may be, in accordance with, or request of any other Liability party, each party shall cause each member 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 its respective Group 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 Timehereof.