Release of Pre-Distribution Claims. (a) Except as provided in Section 10.1(b), effective as of the Distribution Date, each Party does hereby, on behalf of itself and its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of either Party (in each case, in their respective capacities as such), remise, release and forever discharge the other Party, its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of such Party (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, including in connection with the transactions and all other activities to implement the Distribution.
Appears in 9 contracts
Samples: Distribution Agreement (Neenah Paper Inc), Distribution Agreement (Neenah Paper Inc), Separation and Distribution Agreement (Chaparral Steel CO)
Release of Pre-Distribution Claims. (a) Except as provided in Section 10.1(b4.1(c), effective as of the Distribution Date, each Party PDD does hereby, on behalf of for itself and its each other member of the PDD Group, their respective Subsidiaries and AffiliatesAffiliates (other than any member of the Pharmacopeia Group), successors and assigns assigns, remise, release and forever discharge each of Pharmacopeia, the members of the Pharmacopeia Group, their Affiliates (other than any member of the PDD Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholdersstockholders, directors, officers, agents or employees of either Party (in each case, in their respective capacities as such), remise, release and forever discharge any member of the other Party, its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of such Party Pharmacopeia 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, including in connection with the transactions Corporate Restructuring Transactions and all other activities to implement the Distribution.
Appears in 3 contracts
Samples: Master Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc), Master Separation and Distribution Agreement (Pharmacopeia Inc), Separation and Distribution Agreement (Pharmacopeia Drug Discovery Inc)
Release of Pre-Distribution Claims. (a) Except as provided in Section 10.1(b12.1(b), effective as of the Distribution Date, each Party does hereby, on behalf of itself and its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of either Party (in each case, in their respective capacities as such), remise, release and forever discharge the other Party, its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of such Party (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, including in connection with the transactions and all other activities to implement the Distribution.
Appears in 3 contracts
Samples: Reorganization Agreement (Eloyalty Corp), Reorganization Agreement (Eloyalty Corp), Reorganization Agreement (Voyager Group Inc/Ca/)
Release of Pre-Distribution Claims. (a) Except as provided in Section 10.1(b9.1(b), effective as of the Distribution Date, each Party does hereby, on behalf of itself and its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of either Party (in each case, in their respective capacities as such), remise, release and forever discharge the other Party, its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of such Party (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, including in connection with the transactions and all other activities to implement the Distribution; provided, however, that the foregoing shall not impair any right of any Person identified herein to enforce this Agreement.
Appears in 2 contracts
Samples: Separation Agreement (PAVANA POWER Corp), Separation Agreement (PAVANA POWER Corp)
Release of Pre-Distribution Claims. (a) Except as provided ---------------------------------- in Section 10.1(b12.1(b), effective as of the Distribution Date, each Party does --------------- hereby, on behalf of itself and its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of either Party (in each case, in their respective capacities as such), remise, release and forever discharge the other Party, its respective Subsidiaries and Affiliates, successors and assigns and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, agents or employees of such Party (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, including in connection with the transactions and all other activities to implement the Distribution.
Appears in 1 contract
Samples: Reorganization Agreement (Technology Solutions Company)