Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and, to the fullest extent permitted by Applicable Law, each other member of its Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and permitted assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees, or attorneys serving as independent contractors of such other party or any other member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors, and permitted assigns (collectively, the “Released Parties” and each, a “Released Party”), 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, 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 Applicable Law by any Released Party), existing or arising from any acts, omissions, circumstances, occurrences, or incidents 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 Time.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Smith & Wesson Brands, Inc.), Separation and Distribution Agreement (American Outdoor Brands, Inc.), Separation and Distribution Agreement (American Outdoor Brands, Inc.)
Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b) and 7.01(b), (ii) as may be otherwise expressly provided in this Agreement or any Ancillary AgreementAgreement and (iii) for any matter with respect to which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VII, each party does herebyParty, on behalf of itself and, to the fullest extent permitted by Applicable Law, and each other member of its respective Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, its and their respective successors and permitted assigns, Affiliates and all Persons who at any time prior to the Distribution Demerger Effective Time have been were shareholders (other than the public shareholders of CS), directors, officers, employees, agents or attorneys serving as independent contractors employees of such other party it or any other member of its Group (in each case, in their respective capacities as such), in each case do hereby remise, release and forever discharge the other Party and the other members of such other Party’s Group, their respective heirsAffiliates and all Persons who at any time prior to the Demerger Effective Time were shareholders, executorsdirectors, administratorsofficers, successors, and permitted assigns agents or employees of any member of such other Party (collectively, the “Released Parties” and each, a “Released Party”in their respective capacities as such), in each case from any and all demands, Claims, 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 effectcontribution), whether arising under any Contract, by operation of law 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 Applicable Law by any Released Party)otherwise, existing or arising from any acts, omissions, circumstances, occurrences, acts or incidents events occurring or failing to occur or alleged to have occurred or alleged to have failed to occur or any conditions conditions, in each case, existing or alleged to have existed on or before the Demerger Effective Time, including in connection with the Plan of Separation and all other activities to implement the Distribution Timeand any of the other transactions contemplated hereunder and under the Ancillary Agreements.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)
Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and, to the fullest extent permitted by Applicable Law, and each other member of its Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and permitted assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees, employees or attorneys serving as independent contractors of such other party or any other member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors, successors and permitted assigns (collectively, the “Released Parties” and each, a “Released Party”), from any and all demands, Claims, Actions, 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, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability, liability or any other liability under any theory of law or equity of, or any violation of Applicable Law law by any Released Party), existing or arising from any acts, omissions, circumstances, occurrences, acts or incidents 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. In furtherance of the foregoing, each party shall cause each of the members of its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the same extent as the release and discharge provided by such party pursuant to the foregoing provisions of this Section 5.01(a).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (V F Corp), Separation and Distribution Agreement (Kontoor Brands, Inc.), Separation and Distribution Agreement (Kontoor Brands, Inc.)
Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and, to the fullest extent permitted by Applicable Law, and each other member of its Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and permitted assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees, employees or attorneys serving as independent contractors of such other party or any other member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors, successors and permitted assigns (collectively, the “Released Parties” and each, a “Released Party”), from any and all demands, Claims, Actions, 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)equity, whether arising under any Contract, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability, liability or any other liability under any theory of law or equity of, or any violation of Applicable Law by law by, any Released Party), existing or arising from any acts, omissions, circumstances, occurrences, acts or incidents 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. In furtherance of the foregoing, each party shall cause each of the members of its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the same extent as the release and discharge provided by such party pursuant to the foregoing provisions of this Section 5.01(a).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Loyalty Ventures Inc.), Separation and Distribution Agreement (Alliance Data Systems Corp)
Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(bSection 5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and, to the fullest extent permitted by Applicable Law, and each other member of its Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and permitted assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees, employees or attorneys serving as independent contractors of such other party or any other member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors, successors and permitted assigns (collectively, the “Released Parties” and each, a “Released Party”), from any and all demands, Claims, Actions, 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)equity, whether arising under any Contract, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability, liability or any other liability under any theory of law or equity of, or any violation of Applicable Law by law by, any Released Party), existing or arising from any acts, omissions, circumstances, occurrences, acts or incidents 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. In furtherance of the foregoing, each party shall cause each of the members of its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the same extent as the release and discharge provided by such party pursuant to the foregoing provisions of this Section 5.01(a).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Loyalty Ventures Inc.)
Release of Pre-Distribution Claims. (a) Except (i) as provided in Section 5.1(b) 5.01(b), Section 5.02 and Section 5.03, and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and, to the fullest extent permitted by Applicable Law, and each other member of its Group, and each of their successors and permitted assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and permitted assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees, employees or attorneys serving as independent contractors of such other party or any other member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors, successors and permitted assigns (collectively, the “Released Parties” and each, a “Released Party”), from any and all demands, Claims, Actions, 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, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability, liability or any other liability under any theory of law or equity of, or any violation of Applicable Law law by any Released Party), existing or arising from any acts, omissions, circumstances, occurrences, acts or incidents 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. In furtherance of the foregoing, each party shall cause each of the members of its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the same extent as the release and discharge provided by such party pursuant to the foregoing provisions of this Section 5.01(a).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Chinos Holdings, Inc.)