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, AT&T shall, for itself and each other wholly owned member of the AT&T Communications Group (other than any member of the AT&T Broadband Group) and their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Communications Group (in each case, in their respective capacities as such), remise, release and forever discharge each of AT&T Broadband and the respective wholly owned members of the AT&T Broadband Group (other than any member of the AT&T Communications Group), their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of any wholly owned member of the 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, whether at law or in equity (including any right of contribution), whether arising under any contract 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 either the Separation or the Distribution.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (At&t Corp)

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Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c4.1(c), effective as of the NCR Distribution Date, AT&T shallNCR does hereby, for itself and each other wholly owned member of the AT&T Communications Group NCR Group, their respective Affiliates (other than any member of the AT&T Broadband Services Group or the Lucent Group) and their respective ), successors and assigns, and all Persons who at any time prior to the NCR Distribution Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Communications NCR Group (in each case, in their respective capacities as such), remise, release and forever discharge each of AT&T Broadband and AT&T, the respective wholly owned members of the AT&T Broadband Group Services Group, their respective Affiliates (other than any member of the AT&T Communications NCR Group or the Lucent Group), their respective successors and assigns, and all Persons who at any time prior to the NCR Distribution Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Broadband Services 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, whether at law or in equity (including any right of contribution), whether arising under any contract 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 NCR Distribution Date, including in connection with the transactions actions or decisions taken or omitted to be taken in connection with, and all the other activities to implement either relating to, the Separation structuring or implementation of any of the Separation, the IPO, the Lucent Distribution or the NCR Distribution.

Appears in 2 contracts

Samples: Distribution Agreement (NCR Corp), Distribution Agreement (At&t Corp)

Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c5.1(c), effective as of the Distribution Closing Date, AT&T shallLucent does hereby, for itself and each other wholly owned member of the AT&T Communications Group Lucent Group, their respective Affiliates (other than any member of the AT&T Broadband Group) and their respective ), successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Communications Lucent Group (in each case, in their respective capacities as such), remise, release and forever discharge each of AT&T Broadband and NCR, the respective wholly owned members of the AT&T Broadband Services Group and the NCR Group, their respective Affiliates (other than any member of the AT&T Communications Lucent Group), their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Broadband 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, whether at law or in equity (including any right of contribution), whether arising under any contract 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 Closing Date, including in connection with the transactions and all other activities to implement either any of the Separation or Separation, the IPO and the Distribution.

Appears in 1 contract

Samples: Separation and Distribution Agreement (At&t Corp)

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Release of Pre-Closing Claims. (a) Except as provided in Section 5.01(c), effective as of the Distribution Date, AT&T shallAT&T, for itself and each other wholly owned member of the AT&T Communications Group (other than any member of the AT&T Broadband Group) and their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of any wholly owned member of the AT&T Communications Group (in each case, in their respective capacities as such), remisehereby remises, release releases and forever discharge discharges each of AT&T Broadband and the respective wholly owned members of the AT&T Broadband Group (other than any member of the AT&T Communications Group), their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of any wholly owned member of the 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, whether at law or in equity (including any right of contribution), whether arising under any contract 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 either the Separation or the Distribution.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Comcast Corp)

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