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

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b), (ii) as may be otherwise provided in any Ancillary Agreement, and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE V, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Party and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholders, directors, officers, agents or employees of any member of such other Parties (in each case, in their respective capacities as such), in each case, together with 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, by operation of Law or otherwise, including for fraud, 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 Effective Time, including in connection with all activities to implement the Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b6.1(b), (ii) as may be otherwise provided in any Ancillary Agreement, Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VArticle VI, each Party, for on behalf of itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, and solely for the benefit of the other Party, do hereby remise, release and forever discharge the other Party and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholdersstockholders, directors, officers, agents or employees of any member of such other Parties Parties’ Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 at or before the Effective Time, including in connection with all activities to implement the Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b7.1(b), (ii) as may be otherwise expressly provided in this Agreement or any Ancillary Agreement, Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VArticle VII, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective its Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Party and the other members of such other Parties’ Party’s Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholders, directors, officers, agents or employees of any member of such other Parties Party’s Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 Effective Time, including in connection with the Plan of Separation and all other activities to implement the Distribution, the Separation Distribution and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b6.1(b), (ii) as may be otherwise provided in any Ancillary Agreement, Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VVI, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Party and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholders, directors, officers, agents or employees of any member of such other Parties (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 Effective Time, including in connection with all activities to implement the Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b3.1(b), Section 3.1(c) or Section 3.1(d): (iii) as may be otherwise provided in any Ancillary Agreement, and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE V, each PartyRemainco, for itself and each other member of its respective the Remainco Group (other than any member of the Spinco Group), their respective Affiliates and as of the Distribution Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time were directors, officers, agents or employees of any member of their respective the Remainco Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assignsassigns (collectively, do hereby remisethe “Remainco Releasing Parties”), does release and forever discharge each member of the other Party and the other members of such other Parties’ Group, their respective Affiliates Spinco Group and all Persons who at any time prior to the Distribution Effective Time were shareholdersequityholders, partners, directors, officers, agents or employees of any member of such other Parties the Spinco Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assignsassigns (collectively, the “Spinco Released Parties”), from any and all Liabilities whatsoeverLiabilities, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraudin each case, to the extent 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 Effective Time, including in connection with all activities to implement the Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.events

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b7.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement, Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VSection 7, each Party, Party (A) for itself and each member of its respective Group, their respective Affiliates and as of immediately prior to the Effective Time and, to the extent legally permissible, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do does hereby remise, release and forever discharge the other Party Parties and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholdersstockholders, directors, officers, agents or employees of any member of such other Parties (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 Effective Time, including in connection with all activities to implement the Distribution, Internal Reorganization and the Separation Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements and (B) in any event will not, and will cause its respective Subsidiaries not to, bring any Action or claim against any member of the Ancillary Agreementsother Groups in respect of any such Liabilities.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b7.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement, Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution Exhibit 2.1 pursuant to this ARTICLE VSection 7, each Party, Party (A) for itself and each member of its respective Group, their respective Affiliates and as of immediately prior to the Effective Time and, to the extent legally permissible, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do does hereby remise, release and forever discharge the other Party Parties and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholdersstockholders, directors, officers, agents or employees of any member of such other Parties (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, 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 Effective Time, including in connection with all activities to implement the Distribution, Internal Reorganization and the Separation Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements and (B) in any event will not, and will cause its respective Subsidiaries not to, bring any Action or claim against any member of the Ancillary Agreementsother Groups in respect of any such Liabilities.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b3.1(b), Section 3.1(c) or Section 3.1(d): (iii) as may be otherwise provided in any Ancillary Agreement, and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE V, each PartyRemainco, for itself and each other member of its respective the Remainco Group (other than any member of the Spinco Group), their respective Affiliates and as of the Distribution Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time were directors, officers, agents or employees of any member of their respective the Remainco Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assignsassigns (collectively, do hereby remisethe “Remainco Releasing Parties”), does release and forever discharge each member of the other Party and the other members of such other Parties’ Group, their respective Affiliates Spinco Group and all Persons who at any time prior to the Distribution Effective Time were shareholdersequityholders, partners, directors, officers, agents or employees of any member of such other Parties the Spinco Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assignsassigns (collectively, the “Spinco Released Parties”), from any and all Liabilities whatsoeverLiabilities, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraudin each case, to the extent 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 Effective Time, including in connection with all activities to implement the Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.occur