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

Release of Pre-Closing Claims. (a) Except as provided in Section 15.3 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 date of the Distribution, Parent shall, for itself and each of its affiliates, release and forever discharge Splitco and RMT Partner and each of their respective affiliates from any and all liabilities whatsoever owing to Parent 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 date of the Distribution, whether or not known as of such date, including in connection with the transactions contemplated hereby. (b) Except as provided in Section 15.2, effective as of the date of the Distribution, each of Splitco and RMT Partner shall, for itself and each of its affiliates, release and forever discharge Parent and each of its affiliates from any and all liabilities whatsoever owing to Splitco or RMT Partner or any of their respective 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 date of the Distribution, whether or not known as of such date, including in connection with the transactions contemplated hereby. (c) Nothing contained in Section 15.6 or this Section 15.7 shall impair any right of any Person to enforce this Agreement or any Collateral Agreement or any agreements entered into pursuant to Section 10.3 or Section 12.8 or any covenants or agreements contained herein that survive the Closing pursuant to Section 15.1, in each case in accordance with its terms. (d) Nothing contained in this Section 15.7 or Section 15.6 shall release any Person from: (i) any liability, contingent or otherwise, assumed, transferred, assigned or allocated to a party, its subsidiaries or its affiliates in accordance with, or any other liability of a party or its affiliates under this Agreement or any 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 the release of which would result in the release of any Person other than a Person released pursuant to Section 15.7(a) or (b). (e) At any time, at the request of any other party, each party shall cause each of its respective affiliates to execute and deliver releases reflecting the provisions of this Section 15.7.

Release of Pre-Closing Claims. (a) Except as provided in Section 15.3 and Sections 5.1(iclause 5.1(d), 5.10(b), 11.3 and 12.5 and any agreements entered into pursuant to Section 10.3 or Section 12.8below, effective as of the date time of the DistributionClosing, Parent shallGenworth Australia does hereby, for itself and as agent for each of its affiliatesAffiliates, remise, release and forever discharge Splitco and RMT Partner Genworth Financial, its Affiliates and each of their respective affiliates directors, officers and employees, and their heirs, executors, successors and assigns, directly or indirectly from any and all liabilities whatsoever owing to Parent and each of its affiliatesLiabilities whatsoever, 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 date time of the Distribution, whether or not known as of such dateClosing, including in connection with respect of the transactions and all other activities to implement any of the Initial Public Offering or the transactions contemplated herebyby this Agreement or any of the IPO Agreements. (b) Except as provided in Section 15.2clause 5.1(d), below, effective as of the date time of the DistributionClosing, each of Splitco and RMT Partner shallGenworth Financial does hereby, for itself and as agent for each of its affiliatesAffiliates, remise, release and forever discharge Parent Genworth Australia, its Affiliates and each of its affiliates their respective directors, officers and employees, and their heirs, executors, successors and assigns, directly or indirectly from any and all liabilities whatsoever owing to Splitco or RMT Partner or any of their respective affiliatesLiabilities whatsoever, 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 date time of the Distribution, whether or not known as of such dateClosing, including in connection with respect of the transactions and all other activities to implement any of the Initial Public Offering or the transactions contemplated herebyin 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 Section 15.6 any of clauses 5.1(a), 5.1(b) or this Section 15.7 5.1(c) shall impair any right of any Person to enforce this Agreement (including the provisions of clauses 5.1(a), 5.1(b), 5.1(c), 5.2 and 5.3 hereof), any other 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 Collateral Agreement debt or liability owing by any agreements entered into pursuant member of the Genworth Financial Group to Section 10.3 any member of the Genworth Australia Group (or Section 12.8 or any covenants or agreements contained herein that survive vice versa), which arises from and after the Closing pursuant to Section 15.1Closing, in each case in accordance with its terms. (d) Nothing contained in this Section 15.7 or Section 15.6 shall release any Person from: (i) any liability, contingent or otherwise, assumed, transferred, assigned or allocated to a party, its subsidiaries or its affiliates in accordance with, or any other liability of a party or its affiliates under this Agreement or any 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 the release of which would result in the release of any Person other than a Person released pursuant to Section 15.7(a) or (b). (e) At any time, at the request of any other party, each party shall cause each of its respective affiliates to execute and deliver releases reflecting the provisions of this Section 15.7.

Release of Pre-Closing Claims. (a) Except as provided in Section 15.3 and Sections 5.1(i6.01(d), 5.10(b), 11.3 and 12.5 and any agreements entered into pursuant to Section 10.3 or Section 12.8below, effective as of the date time of the DistributionClosing, Parent shallGFMICC does hereby, for itself and as agent for each of its affiliatesAffiliates, remise, release and forever discharge Splitco and RMT Partner Genworth Financial and each of its directors, officers and employees, and their respective affiliates heirs, executors, successors and assigns, directly or indirectly from any and all liabilities whatsoever owing to Parent and each of its affiliatesLiabilities whatsoever, 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 date time of the Distribution, whether or not known as of such dateClosing, including in connection with respect of the transactions and all other activities to implement any of the Initial Public Offering or the transactions contemplated herebyby this Agreement or any of the IPO Agreements. (b) Except as provided in Section 15.26.01(d), below, effective as of the date time of the DistributionClosing, each of Splitco and RMT Partner shallGenworth Financial does hereby, for itself and as agent for each of its affiliatesAffiliates, remise, release and forever discharge Parent Genworth Mortgage Insurance Canada and each of its affiliates their respective directors, officers and employees, and their heirs, executors, successors and assigns, directly or indirectly from any and all liabilities whatsoever owing to Splitco or RMT Partner or any of their respective affiliatesLiabilities whatsoever, 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 date time of the Distribution, whether or not known as of such dateClosing, including in connection with respect of the transactions and all other activities to implement any of the Offering or the transactions contemplated herebyin this Agreement or any of the IPO Agreements. (c) GFMICC, 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 Mortgage Insurance Canada 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 Section 15.6 any of Sections 6.01(a), 6.01(b) or this Section 15.7 6.01(c) shall impair any right of any Person to enforce this Agreement (including the provisions of Sections 6.01(a), 6.01(b), 6.01(c), 6.02, 6.03 and 6.04 hereof), any other IPO Agreement, any other agreement in force and effect between Genworth Mortgage Insurance Canada and Genworth Financial, or any Collateral Agreement debt owing by either of Genworth Financial or any agreements entered into pursuant Genworth Mortgage Insurance Canada to Section 10.3 or Section 12.8 or any covenants or agreements contained herein that survive the Closing pursuant to Section 15.1other, from and after the Closing, in each case in accordance with its terms. (de) Nothing contained in this Section 15.7 GFMICC agrees, for itself and as agent for each of its Affiliates, not to make any claim or Section 15.6 shall release demand, or commence any Person from: (i) Action asserting any liabilityclaim or demand, contingent including any claim of contribution or otherwiseany indemnification, assumed, transferred, assigned or allocated to a party, its subsidiaries or its affiliates in accordance withagainst Genworth Financial, or any other liability of a party or its affiliates under this Agreement or any 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 the release of which would result in the release of any Person other than a Person released pursuant to Section 15.7(a) 6.0.1(a), with respect to any Liabilities released pursuant to Section 6.0.1(a). Genworth Financial agrees, for itself and as agent for each of its Affiliates, not to make any claim or (bdemand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Genworth Mortgage Insurance Canada or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b). (ef) At any time, at the request of any the other party, each party shall cause each of its respective affiliates Affiliates and other released persons to execute and deliver releases reflecting the provisions of this Section 15.7hereof and such other documents as are necessary to effect the purposes hereof.

Release of Pre-Closing Claims. (a) Except as provided in Section 15.3 and Sections 5.1(i11.01(c), 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 date Closing, each of the Distribution, Parent shallTransferred Entities does hereby, for itself and each of its affiliatesTransferred Group Member and their respective Affiliates, shareholders, directors, officers, employees, successors and assigns, remise, release and forever discharge Splitco Parent, the Parent Subsidiaries and RMT Partner and each of their respective affiliates Affiliates, successors and assigns from any and all liabilities Liabilities whatsoever owing to Parent and each of its affiliates(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 date of the Distribution, whether or not known as of such dateClosing Date, including in connection with the transactions contemplated herebyTransactions. (b) Except as provided in Section 15.211.01(c), effective as of the date of the DistributionClosing, each of Splitco and RMT Partner shallParent does hereby, for itself and each of its affiliatesParent Subsidiary and their respective Affiliates, shareholders, directors, officers, employees, successors and assigns, remise, release and forever discharge Parent each Transferred Group Member and each of its affiliates their respective Affiliates, successors and assigns from any and all liabilities Liabilities whatsoever owing to Splitco or RMT Partner or any of their respective affiliates(including Environmental Liabilities), whether at law or in equity (including any right of Contributioncontribution), 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 date of the Distribution, whether or not known as of such dateClosing Date, including in connection with the transactions contemplated herebyTransactions. (c) Nothing contained in Section 15.6 11.01(a) or this Section 15.7 11.01(b) shall impair any right of any Person to enforce this Agreement or any Collateral Agreement other Transaction Document or any agreements entered into pursuant Contracts that are specified in Section 1.06(b) not to Section 10.3 or Section 12.8 or any covenants or agreements contained herein that survive terminate as of the Closing pursuant to Section 15.1Closing, in each case in accordance with its terms. (d) . Nothing contained in this Section 15.7 11.01(a) or Section 15.6 11.01(b) shall release any Person from: (i) any liability, contingent Liability provided in or otherwise, resulting from any Contract among Parent and the Parent Subsidiaries or the Transferred Entities and the Transferred Group Members and their respective Affiliates that is specified in Section 1.06(b) not to terminate as of the Closing; (ii) any Liability assumed, transferred, assigned or allocated to a partyparty hereto, its subsidiaries Subsidiaries or its affiliates Affiliates in accordance with, or any other liability Liability of a party hereto, its Subsidiaries or its affiliates under Affiliates under, this Agreement or any Collateral Agreementother Transaction Document; (iiiii) any liability Liability that the parties hereto may have with respect to indemnification pursuant to this Agreement for claims brought against the parties hereto by third partiesPersons, which liability Liability shall be governed by the provisions of this Article 15 XI and, if applicable, the appropriate provisions of the Collateral Agreements; orother Transaction Documents; (iiiiv) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 15.7(a11.01; or (v) any Liability resulting from, or in respect of, Fraud. (bd) Subject to Section 11.01(c), following the Closing, Purchaser shall not, and 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, 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 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 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 request of any other partyparty hereto, each party of the parties hereto shall cause each of its respective affiliates Subsidiaries and Affiliates to execute and deliver releases reflecting the provisions of this Section 15.711.01.