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

Release of Pre-Distribution Claims. (a) Except as provided in Section 5.1(c), effective as of the Distribution Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon and the other members of the Moon Group, their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Released Persons”), 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, 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 at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any member of the SpinCo Group, and their respective successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

Release of Pre-Distribution Claims. (a) Except as provided in Section 5.1(c)6.01(c) or elsewhere in this Agreement or the Ancillary Agreements, effective as of the Distribution TimeDistribution, SpinCo does hereby, for itself and each other member of the SpinCo GroupGroup as of the Distribution (including, for the avoidance of doubt, any member of the SpinCo Group the equity interests of which constitute Delayed Assets), their respective Affiliates as of the Distribution, and to the extent it may legally do so, its and their successors and assigns, and all Persons who at any time on or prior to the Distribution Time have been stockholders, fiduciaries, directors, trustees, counsel, officers, agents members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employees employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon Parent and the other members of the Moon Parent Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution Time have been stockholders, members, partnersfiduciaries, directors, managerstrustees, counsel, officers, agents members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employees employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the Moon Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Released Persons”)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, to the extent existing or arising from any acts or events occurring occurring, or failing to occur occur, or alleged to have occurred occurred, or to have failed to occur occur, or any conditions existing or alleged to have existed at on or prior to before the Distribution TimeDistribution, including in connection with the transactions Spin-Off and all other activities to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated Spin-Off. The Liabilities addressed by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits Section 6.01(a) shall include Parent’s indemnification obligations with respect to such Liabilities that SpinCo arising on or any member before the Distribution Date under Article XI of its Amended and Restated Bylaws, to the extent relating to the SpinCo GroupBusiness, and their respective successors and assigns, now has or in which for the future may have conferred upon them by virtue avoidance 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, doubt shall constitute SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a)Liabilities.

Release of Pre-Distribution Claims. (a) Except as provided in Section 5.1(c)6.01(c) or elsewhere in this Agreement or the Ancillary Agreements, effective as of the Distribution TimeDistribution, SpinCo does hereby, for itself and each other member of the SpinCo GroupGroup as of the Distribution (including, for the avoidance of doubt, any member of the SpinCo Group the equity interests of which constitute Consent Delayed Assets), their respective Affiliates as of the Distribution, and to the extent it may legally do so, its and their successors and assigns, and all Persons who at any time on or prior to the Distribution Time have been stockholders, fiduciaries, directors, trustees, counsel, officers, agents members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employees employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon Parent and the other members of the Moon Parent Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution Time have been stockholders, members, partnersfiduciaries, directors, managerstrustees, counsel, officers, agents members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employees employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the Moon Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Released Persons”)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, to the extent existing or arising from any acts or events occurring occurring, or failing to occur occur, or alleged to have occurred occurred, or to have failed to occur occur, or any conditions existing or alleged to have existed at on or prior to before the Distribution TimeDistribution, including in connection with the transactions Spin-Off and all other activities to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any member of the SpinCo Group, and their respective successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a)Spin-Off.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(c), effective (ii) as may be otherwise expressly provided in this Agreement and (iii) for any matter for which any Indemnitee is entitled to indemnification pursuant to this Article V, each Party, on behalf of the Distribution Time, SpinCo does hereby, for itself and each other member of the SpinCo its Group, their respective successors and assignsto the extent permitted by Law, and all Persons who at any time prior to the Spinco Distribution Time have been were shareholders, directors, officers, agents or employees of any member of the SpinCo its respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, (x) do hereby, irrevocably but effective at the time of and conditioned upon the occurrence of the Spinco Distribution, and (y) at the time of the Spinco Distribution shall remise, release and forever discharge Moon the other Party and the other members of the Moon Group, such other Party’s Group and their respective successors and assigns, and all Persons who at any time prior to the Spinco Distribution Time have been stockholders, members, partnerswere shareholders, directors, managers, officers, agents or employees of any member of the Moon 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 “Moon Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution)equity, whether arising under any Contract, by operation of Law or otherwise, to the extent 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 at on or prior to before the Distribution TimeSpinco Distribution, including in connection with the transactions and all other activities to implement the ReorganizationSeparation, the Distribution, the Merger and Spinco Distribution or any of the other transactions contemplated hereunder and under the Ancillary Agreements, provided, however, that no Spinco Employee shall be remised, released and discharged to the extent such Liability relates to, arises out of or results from intentional misconduct by this Agreement, the other Transaction Documents or the Merger Agreementsuch employee. Without limitation, the The foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo conferred by or under California Civil Code Section 1542 or any member law of the SpinCo Group, and their respective successors and assigns, now has United States or in the future may have conferred upon them by virtue principle of any statute or common law principle or any law, which provides that a general release does not extend is similar, comparable, or equivalent to claims California Civil Code Section 1542, which a party does not know or suspect to exist in its favor at the time of executing the releaseprovides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, if knowledge of such claims would have materially affected such party’s settlement with the obligorIF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release each Party expressly waives any and all rights which they may have under Section 1542 of the Moon Released Persons from the Liabilities described in the first sentence California Civil Code or any other state or federal statute or common law principle of this Section 5.1(a)similar effect.

Release of Pre-Distribution Claims. (a) Except as provided in Section 5.1(c4.01(c), effective as of the Distribution TimeDate, SpinCo AMO does hereby, for itself and each other member of the SpinCo AMO Group, their respective Affiliates (other than any member of the Allergan Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, directors, officers, agents or employees of any member of the SpinCo AMO Group (in each case, in their respective capacities as such) (the "AMO Releasors"), remiseunequivocally, unconditionally and irrevocably release and forever discharge Moon and each of Allergan, the other members of the Moon Allergan Group, their respective Affiliates (other than any member of the AMO Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Allergan Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Released Persons”"Allergan Parties"), from any and all Liabilities actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, indemnities, variances, trespasses, injuries, xxxxx, damages, judgments, remedies, demands, liens and liabilities, of any nature whatsoever, whether in law, at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, whether direct, derivative or otherwise, which have been asserted against an Allergan Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the AMO Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, or otherwise for or on behalf of any other person, against the Allergan Parties, relating to the extent existing any claims or arising from any acts transactions or events occurring or failing occurrences whatsoever, up to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or prior to but excluding the Distribution TimeDate (the "AMO Claims"); and the AMO Releasors hereby unequivocally, including in connection with the transactions unconditionally and all other activities irrevocably agree not to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits initiate proceedings with respect to, institute, assert or threaten to such Liabilities that SpinCo or assert any member of the SpinCo Group, and their respective successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a)AMO Claim.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, SpinCo Seattle does hereby, for itself and each other member of the SpinCo Seattle Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Seattle Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon Houston and the other members of the Moon Houston Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Houston Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Houston Released Persons”), 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, 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 at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any Seattle and each member of the SpinCo Seattle Group, and their respective Affiliates, successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo Seattle 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Houston Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

Release of Pre-Distribution Claims. (a) SpinCo Release of Parent. Except as provided in Section 5.1(c4.1(c), effective as of the Distribution Effective Time, SpinCo does hereby, for itself and for each other member of the SpinCo Group, Group and their respective successors and assigns, and and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon (i) Parent and the other members of the Moon Parent Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns assigns, and (collectivelyiii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the “Moon Released Persons”)Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from any and all Liabilities whatsoever, whether at Law law or in equity (including any right of contribution), whether arising under any Contractcontract or agreement, by operation of Law law or otherwise, to the extent including from 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 at on or prior to before the Distribution TimeDate, including (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the ReorganizationGlobal Transaction Structure, the DistributionSeparation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents SpinCo Assets or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any member of the SpinCo Group, and their respective successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a)Liabilities.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, SpinCo does SpinCo, Merger Partner Equityholder and Merger Partner do hereby, in each case for itself and each other member of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon the Company and the other members of the Moon Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Company Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Company Released Persons”), 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, 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 existed, in each case, at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the SpinCo Financing Agreements, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any and each member of the SpinCo Group, and their respective Affiliates, successors 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 that a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Company Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

Release of Pre-Distribution Claims. (a) Except as provided in Section 5.1(c4.01(c), effective as of the Distribution TimeDate, SpinCo AMO does hereby, for itself and each other member of the SpinCo AMO Group, their respective Affiliates (other than any member of the Allergan Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, directors, officers, agents or employees of any member of the SpinCo AMO Group (in each case, in their respective capacities as such) (the "AMO Releasors"), remiseunequivocally, unconditionally and irrevocably release and forever discharge Moon and each of Allergan, the other members of the Moon Allergan Group, their respective Affiliates (other than any member of the AMO Group), successors and assigns, and all Persons who at any time prior to the Distribution Time Date have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Allergan Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Released Persons”"Allergan Parties"), from any and all Liabilities actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, indemnities, variances, trespasses, injuries, harms, damages, judgments, remedies, demands, liens and liabilities, of xxx xature whatsoever, whether in law, at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, whether direct, derivative or otherwise, which have been asserted against an Allergan Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the AMO Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, or otherwise for or on behalf of any other person, against the Allergan Parties, relating to the extent existing any claims or arising from any acts transactions or events occurring or failing occurrences whatsoever, up to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or prior to but excluding the Distribution TimeDate (the "AMO Claims"); and the AMO Releasors hereby unequivocally, including in connection with the transactions unconditionally and all other activities irrevocably agree not to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits initiate proceedings with respect to, institute, assert or threaten to such Liabilities that SpinCo or assert any member of the SpinCo Group, and their respective successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Released Persons from the Liabilities described in the first sentence of this Section 5.1(a)AMO Claim.

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, SpinCo does and Parent do hereby, in each case for itself and each other member of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon the Company and the other members of the Moon Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Company Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Company Released Persons”), 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, 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 existed, in each case, at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the SpinCo Financing Arrangements, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any and each member of the SpinCo Group, and their respective Affiliates, successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Company Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, SpinCo Xxxxxxx does hereby, for itself and each other member of the SpinCo Xxxxxxx Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Xxxxxxx Group (in each case, in their respective capacities as such), remise, release and forever discharge Moon Houston and the other members of the Moon Houston Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Moon Houston Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Moon Houston Released Persons”), 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, 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 at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo or any Xxxxxxx and each member of the SpinCo Xxxxxxx Group, and their respective Affiliates, successors 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 time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo Xxxxxxx 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, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Moon Houston Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).