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

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers or employees of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Oil shall cause each of the other members of the Xxxxxx Oil Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Oil pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto Party does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, and to the extent permitted by Applicable Law, all Persons who at any time prior to the Distribution Time have been directors, officers, employees or agents serving as independent contractors of such Party or any member of its Group (in each case, in their respective capacities as such), release and forever discharge the other party Party and the other members of such partyParty’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers officers, employees or employees agents serving as independent contractors of such other party Party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, claims, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreementContract, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions case of the release by L Brands, to the extent relating to, arising out of or resulting from the L Brands Business, the L Brands Assets or the L Brands Liabilities, and all other activities in the case of the release by VS, to implement the Distributionextent relating to, arising out of or resulting from the VS Business, the VS Assets or the VS Liabilities. Xxxxxx Oil In furtherance of the foregoing, each Party shall cause each of the other members of the Xxxxxx Oil its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA Indemnitees Released Parties of the other Group as and to the same extent as the release and discharge provided by Xxxxxx Oil such Party pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a5.01(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b6.1(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party Party hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other party Party and the other members of such partyParty’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Effective Time have been directors, officers or employees of such other party Party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Oil FRP shall cause each of the other members of the Xxxxxx Oil Real Estate Group to, effective as of the Distribution Effective Time, release and forever discharge each of the Xxxxxx USA Patriot Indemnitees (as defined in Section 6.3(a) of this Agreement) as and to the same extent as the release and discharge provided by Xxxxxx Oil FRP pursuant to the foregoing provisions of this Section 6.01(a6.1(a). Xxxxxx USA Patriot shall cause each of the other members of the Xxxxxx USA Group to, effective FRP Indemnitees (as defined in Section 6.2(a) of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees this Agreement) as and to the same extent as the release and discharge provided by Xxxxxx USA Patriot pursuant to the foregoing provisions of this Section 6.01(a6.1(a).

Release of Pre-Distribution Claims. (a) Except (i) Effective as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreementof the Distribution Effective Time, each party hereto does herebyGPC, on behalf of for itself and each member of its Groupthe GPC Group and, and each of their successors and assignsto the extent permitted by Applicable Law, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Effective Time have been were directors, officers officers, partners, managers, agents or employees of such other party or any member of its the GPC Group (in each case, in their respective capacities as such), and in each case, together with their respective heirs, executors, administrators, successors and assigns (collectivelyassigns, does hereby remise, release and forever discharge the “Released Parties”), SpinCo Indemnified Parties from any and all demands, Actions and Liabilities whatsoeverLiabilities, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effectcontribution), whether arising under any contract or agreementContract, by operation of law or otherwise (and including for the avoidance of doubtotherwise, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party)in each case, 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 DateEffective Time, including in connection with the transactions Separation and all other activities to implement the Distribution. Xxxxxx Oil shall cause each Distribution and any of the other members transactions contemplated hereunder and under the other Transaction Documents. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that GPC and each member of the Xxxxxx Oil Group toGPC Group, effective as and their respective successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the Distribution Timetime of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, GPC hereby acknowledges that it is aware that factual matters unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and forever discharge each agreed upon in light of that awareness and it nevertheless hereby intends to release the Xxxxxx USA Indemnitees as and to SpinCo Indemnified Parties from the same extent as Liabilities described in the release and discharge provided by Xxxxxx Oil pursuant to the foregoing provisions first sentence of this Section 6.01(a). Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a2.06(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers officers, employees or employees attorneys serving as independent contractors of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Claims, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Oil Masco shall cause each of the other members of the Xxxxxx Oil Masco Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA TopBuild Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Oil Masco pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA TopBuild shall cause each of the other members of the Xxxxxx USA TopBuild Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Masco Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA TopBuild pursuant to the foregoing provisions of this Section 6.01(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers or employees of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Claims, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Oil Masco shall cause each of the other members of the Xxxxxx Oil Masco Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA Spin Co Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Oil Masco pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA Spin Co shall cause each of the other members of the Xxxxxx USA Spin Co Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Masco Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA Spin Co pursuant to the foregoing provisions of this Section 6.01(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b) and 5.1(b), (ii) as may be otherwise expressly provided in this Agreement, the Merger Agreement or any Ancillary in the Transition Services Agreement, and (iii) for any matter for which any Indemnified Party is entitled to indemnification pursuant to this ARTICLE V, each party hereto does hereby, Party (A) on behalf of itself and each member of its Group, and to the extent permitted by Law, all Persons who at any time prior to the Distribution were stockholders, directors, officers, agents or employees of any member of its respective Group (in their respective capacities as such), in each of case, together with their respective heirs, executors, administrators, successors and assigns, (x) does hereby, irrevocably but effective at the time of and conditioned upon the occurrence of the Distribution, and (y) at the time of the Distribution shall remise, release and forever discharge the other party Party and the other members of such partyother Party’s Group, Group and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been were stockholders, directors, officers officers, agents or employees of such other party or any member of its such other Party’s Group (in their capacity as such), in each case, in their respective capacities as such), and together with their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Actions and Liabilities whatsoever, whether at law Law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect)equity, whether arising under any contract or agreementContract, by operation of law Law or otherwise (and including for the avoidance of doubtotherwise, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party)in each case, 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 DateDistribution, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Oil shall cause each Pre-Closing Reorganization, Distribution or any of the other members of transactions contemplated hereunder and under the Xxxxxx Oil Group Transition Services Agreement and (B) in any event will not, and will cause its respective Subsidiaries not to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Oil pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA shall cause each bring any Proceeding or claim against any member of the other members Group in respect of the Xxxxxx USA Group tosuch Liabilities. Each Party hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, effective as unanticipated and unsuspected, and further agrees that this release has been negotiated and agreed upon in light of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a)that awareness.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b‎Section 5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto Party does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, and to the extent permitted by Applicable Law, all Persons who at any time prior to the Distribution Time have been directors, officers, employees or agents serving as independent contractors of such Party or any member of its Group (in each case, in their respective capacities as such), release and forever discharge the other party Party and the other members of such partyParty’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers officers, employees or employees agents serving as independent contractors of such other party Party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, claims, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreementContract, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions case of the release by L Brands, to the extent relating to, arising out of or resulting from the L Brands Business, the L Brands Assets or the L Brands Liabilities, and all other activities in the case of the release by VS, to implement the Distributionextent relating to, arising out of or resulting from the VS Business, the VS Assets or the VS Liabilities. Xxxxxx Oil In furtherance of the foregoing, each Party shall cause each of the other members of the Xxxxxx Oil its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx USA Indemnitees Released Parties of the other Group as and to the same extent as the release and discharge provided by Xxxxxx Oil such Party pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a‎Section 5.01(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers or employees of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any contract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), 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, including in connection with the transactions and all other activities to implement the Distribution. Xxxxxx Mxxxxx Oil shall cause each of the other members of the Xxxxxx Mxxxxx Oil Group to, effective as of the Distribution Time, release and forever discharge each of the Xxxxxx Mxxxxx USA Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Mxxxxx Oil pursuant to the foregoing provisions of this Section 6.01(a). Xxxxxx Mxxxxx USA shall cause each of the other members of the Xxxxxx Mxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Mxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx Mxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a).

Release of Pre-Distribution Claims. (a) Except (i) a)Effective as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreementof the Distribution Effective Time, each party hereto does herebyGPC, on behalf of for itself and each member of its Groupthe GPC Group and, and each of their successors and assignsto the extent permitted by Applicable Law, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Effective Time have been were directors, officers officers, partners, managers, agents or employees of such other party or any member of its the GPC Group (in each case, in their respective capacities as such), and in each case, together with their respective heirs, executors, administrators, successors and assigns (collectivelyassigns, does hereby remise, release and forever discharge the “Released Parties”), SpinCo Indemnified Parties from any and all demands, Actions and Liabilities whatsoeverLiabilities, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effectcontribution), whether arising under any contract or agreementContract, by operation of law or otherwise (and including for the avoidance of doubtotherwise, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party)in each case, 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 DateEffective Time, including in connection with the transactions Separation and all other activities to implement the Distribution. Xxxxxx Oil shall cause each Distribution and any of the other members transactions contemplated hereunder and under the other Transaction Documents. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that GPC and each member of the Xxxxxx Oil Group toGPC Group, effective as and their respective successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the Distribution Timetime of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, GPC hereby acknowledges that it is aware that factual matters unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and forever discharge each agreed upon in light of that awareness and it nevertheless hereby intends to release the Xxxxxx USA Indemnitees as and to SpinCo Indemnified Parties from the same extent as Liabilities described in the release and discharge provided by Xxxxxx Oil pursuant to the foregoing provisions first sentence of this Section 6.01(a). Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a2.06(a).