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

Release of Pre Distribution Date Claims. (a) Except (i) as provided in Section 5.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article V: (i) Xxxxxxx, for itself and each member of the Xxxxxxx Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Xxxxxxx Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Veralto and the other members of the Veralto Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Veralto Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Xxxxxxx Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, 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 Date, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Xxxxxxx Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Veralto Group in respect of any Xxxxxxx Released Liabilities; provided, however, that nothing in this Section 5.1(a)(i) shall relieve any Person released in this Section 5.1(a)(i) who, after the Effective Time, is a director, officer or employee of any member of the Veralto Group and is no longer a director, officer or employee of any member of the Xxxxxxx Group from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of any member of the Veralto Group after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Xxxxxxx, any member of the Xxxxxxx Group, or their respective Affiliates from commencing any Actions against any Veralto officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (i) theft of Xxxxxxx Know-How or (ii) intentional criminal acts by any such officers, directors, agents or employees. (ii) Veralto, for itself and each member of the Veralto Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Veralto Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Xxxxxxx and the other members of the Xxxxxxx Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Xxxxxxx Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Veralto Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, 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 Date, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Veralto Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Xxxxxxx Group in respect of any Veralto Released Liabilities; provided, however that for purposes of this Section 5.1(a)(ii), the members of the Veralto Group shall also release and discharge any officers or other employees of any member of the Xxxxxxx Group, to the extent any such officers or employees served as a director or officer of any members of the Veralto Group prior to the Effective Time, from any and all Liability, obligation or responsibility for any and all past actions or failures to take action, in each case in their capacity as a director or officer of any such member of the Veralto Group, prior to the Effective Time, including actions or failures to take action that may be deemed to have been negligent or grossly negligent. (b) Nothing contained in this Agreement, including Section 5.1(a), Section 2.4 or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 5.1(a) shall release any person from: (i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Xxxxxxx, any Xxxxxxx Retained Liability and (B) with respect to Veralto, any Veralto Liability; (ii) any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between Xxxxxxx (and/or another member of the Xxxxxxx Group), on the one hand, and Veralto (and/or another member of the Veralto Group), on the other hand; (iii) any Liability with respect to any Continuing Arrangements; (iv) any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 5.1(a) with respect to such Liability. In addition, nothing contained in Section 5.1(a) shall release: (i) Xxxxxxx from indemnifying any director, officer or employee of the Veralto Group who was a director, officer or employee of Xxxxxxx or any of its Affiliates prior to the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is an Veralto Liability, Veralto shall indemnify Xxxxxxx for such Liability (including Xxxxxxx’x costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Veralto from indemnifying any director, officer or employee of the Xxxxxxx Group who was a director, officer or employee of Veralto or any of its Affiliates prior to the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Xxxxxxx Retained Liability, Xxxxxxx shall indemnify Veralto for such Liability (including Veralto’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V. (c) Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against the other Party or any other member of the other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). (d) If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released by this Section 5.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (and/or the other members of such other Party’s Group, as applicable), and such other Party (and/or the other members of such other Party’s Group, as applicable) shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article V.