Common use of Release of Pre Ipo Claims Clause in Contracts

Release of Pre Ipo Claims. (a) Except as provided in Section 3.01(c), effective as of the Closing Date, Listco does hereby, on behalf of itself and each other member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), directors, officers, agents or employees of any member of the Listco Group (in each case, in their respective capacities as such) (the “Listco Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the ARD Holdings Group, their respective Affiliates (other than any member of the Listco Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the ARD Holdings Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “ARD Holdings Releasees”), from any and all Actions and Liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, indirect, derivative or otherwise, which have been asserted against an ARD Holdings Releasee by a Listco Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, any of the Listco Releasors ever could have asserted or ever could assert, in any capacity, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the ARD Holdings Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (b) Except as provided in Section 3.01(c), effective as of the Closing Date, ARD Holdings does hereby, on behalf of itself and each other member of the ARD Holdings Group, their respective Affiliates (other than any member of the Listco Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the ARD Holdings Group (in each case, in their respective capacities as such) (the “ARD Holdings Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), directors, officers, agents or employees of any member of the Listco Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “Listco Releasees”), from any and all Actions and Liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against a Listco Releasee by an ARD Holdings Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the ARD Holdings 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 Listco Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (c) Nothing contained in Section 3.01(a) or Section 3.01(b) shall impair any right of either Party to enforce this Agreement in accordance with its terms. Nothing contained in Section 3.01(a) or Section 3.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract entered into after the Closing Date between a member of one Group, on the one hand, and a member of the other Group, on the other hand; or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.01. In addition, nothing contained in Section 3.01(a) or Section 3.01(b) shall release any member of one Group from complying with its existing obligations to indemnify any director, officer or employee of a member of the other Group who was a director, officer or employee of a member of such first Group on or prior to the Closing Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving a member of such first Group and was entitled to such indemnification pursuant to the contractual obligations existing on or prior to the Closing Date. (d) Listco shall not make, and shall not permit any member of the Listco Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any ARD Holdings Releasee released pursuant to Section 3.01(a) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(a). ARD Holdings shall not make, and shall not permit any member of the ARD Holdings Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any Listco Releasee released pursuant to Section 3.01(b) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(b). (e) It is the intent of the Parties by virtue of the provisions of this Section 3.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among any member of the Listco Group, on the one hand, and any member of the ARD Holdings Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Section 3.01(c). At any time, at the request of any other Party, each Party shall cause each member of its Group to execute and deliver releases reflecting the provisions of this Section 3.01.

Release of Pre Ipo Claims. (a) Except (i) as provided in Section 3.01(c5.1(b), effective (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 Closing DateEffective Time and, Listco does herebyto the extent permitted by Law, on behalf of itself and each other member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), Effective Time were directors, officers, agents or employees of any member of the Listco Xxxxxxx Group (in each case, in their respective capacities as such) (the “Listco Releasors”), unequivocallyin each case, unconditionally and irrevocably release and discharge each member of the ARD Holdings Group, together with their respective Affiliates (other than any member of the Listco Group)heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Envista and the other members of the Envista Group, its Affiliates and all Persons who at any time prior to the Closing Date have been Effective Time were stockholders, directors, officers, agents or employees of any member of the ARD Holdings Envista Group (in each case, in their respective capacities as such), and in each case, together with their respective heirs, executors, administrators, successors and assigns (the “ARD Holdings Releasees”)assigns, from any and all Actions and Xxxxxxx Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any nature whatsoeverContract, in law, at equity by operation of Law or otherwise, whether direct, indirect, derivative or otherwise, which have been asserted against an ARD Holdings Releasee by a Listco Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, any of the Listco Releasors ever could have asserted or ever could assert, in any capacity, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the ARD Holdings Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (b) Except as provided in Section 3.01(c), effective as of the Closing Date, ARD Holdings does hereby, on behalf of itself and each other member of the ARD Holdings Group, their respective Affiliates (other than any member of the Listco Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the ARD Holdings Group (in each case, in their respective capacities as such) (the “ARD Holdings Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), directors, officers, agents or employees of any member of the Listco Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “Listco Releasees”), from any and all Actions and Liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against a Listco Releasee by an ARD Holdings Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the ARD Holdings 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 Listco Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (c) Nothing contained in Section 3.01(a) or Section 3.01(b) shall impair any right of either Party to enforce this Agreement in accordance with its terms. Nothing contained in Section 3.01(a) or Section 3.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract entered into after the Closing Date between a member of one Group, on the one hand, and a member of the other Group, on the other hand; or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.01. In addition, nothing contained in Section 3.01(a) or Section 3.01(b) shall release any member of one Group from complying with its existing obligations to indemnify any director, officer or employee of a member of the other Group who was a director, officer or employee of a member of such first Group on or prior to the Closing Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving a member of such first Group and was entitled to such indemnification pursuant to the contractual obligations existing on or prior to the Closing Date. (d) Listco shall not make, and shall not permit any member of the Listco Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any ARD Holdings Releasee released pursuant to Section 3.01(a) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(a). ARD Holdings shall not make, and shall not permit any member of the ARD Holdings Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any Listco Releasee released pursuant to Section 3.01(b) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(b). (e) It is the intent of the Parties by virtue of the provisions of this Section 3.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all any acts and or events occurring or failing to occur or alleged to have occurred or to have failed to occur and all or any conditions existing or alleged to have existed on at or before the Closing DateEffective Time, between or among including in connection with the Internal Reorganization and the IPO 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 Listco Envista Groups 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 Envista 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 Envista 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 Envista 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) Envista, for itself and each member of the Envista 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 Envista 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 Envista 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 at or before the Effective Time, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Envista 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 Envista Released Liabilities; provided, however that for purposes of this Section 5.1(a)(ii), the members of the Envista 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 Envista 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 Envista 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(a) 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 Envista, any Envista Liability; (ii) any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of the ARD Holdings such Party’s or Parties’ Group), on the other hand 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 Envista Group who was a director, officer or employee of Xxxxxxx or any of its Affiliates prior to the Effective 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 Envista Liability, Envista shall indemnify Xxxxxxx for such Liability (including any contractual agreements Xxxxxxx’x costs to indemnify the director, officer or arrangements existing or alleged to exist between or among any such members on or before employee) in accordance with the Closing Date), except as expressly provisions set forth in Section 3.01(c). At this Article V; and (ii) Envista from indemnifying any timedirector, at officer or employee of the request Xxxxxxx Group who was a director, officer or employee of Envista or any of its Affiliates prior to the Effective 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 Envista for such Liability (including Envista’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 any other Party or any member of any other Party’s Group, each 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 members of such Party’s Group, as applicable) and such other Party shall cause each member of its Group to execute and deliver releases reflecting be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions of set forth in this Section 3.01.Article V.

Release of Pre Ipo Claims. (a) Except (i) as provided in Section 3.01(c5.1(b), effective (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) Fortive, for itself and each member of the Fortive Group, its Affiliates as of the Closing DateEffective Time and, Listco does herebyto the extent permitted by Law, on behalf of itself and each other member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), Effective Time were directors, officers, agents or employees of any member of the Listco Fortive Group (in each case, in their respective capacities as such) (the “Listco Releasors”), unequivocallyin each case, unconditionally and irrevocably release and discharge each member of the ARD Holdings Group, together with their respective Affiliates (other than any member of the Listco Group)heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Vontier and the other members of the Vontier Group, its Affiliates and all Persons who at any time prior to the Closing Date have been Effective Time were stockholders, directors, officers, agents or employees of any member of the ARD Holdings Vontier Group (in each case, in their respective capacities as such), and in each case, together with their respective heirs, executors, administrators, successors and assigns (the “ARD Holdings Releasees”)assigns, from any and all Actions and Fortive Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any nature whatsoeverContract, in law, at equity by operation of Law or otherwise, whether direct, indirect, derivative or otherwise, which have been asserted against an ARD Holdings Releasee by a Listco Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, any of the Listco Releasors ever could have asserted or ever could assert, in any capacity, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the ARD Holdings Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (b) Except as provided in Section 3.01(c), effective as of the Closing Date, ARD Holdings does hereby, on behalf of itself and each other member of the ARD Holdings Group, their respective Affiliates (other than any member of the Listco Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the ARD Holdings Group (in each case, in their respective capacities as such) (the “ARD Holdings Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the Listco Group, their respective Affiliates (other than any member of the ARD Holdings Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders (other than any member of the ARD Holdings Group), directors, officers, agents or employees of any member of the Listco Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “Listco Releasees”), from any and all Actions and Liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against a Listco Releasee by an ARD Holdings Releasor or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the ARD Holdings 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 Listco Releasees, relating to any transactions or occurrences whatsoever, up to and including the Closing Date. (c) Nothing contained in Section 3.01(a) or Section 3.01(b) shall impair any right of either Party to enforce this Agreement in accordance with its terms. Nothing contained in Section 3.01(a) or Section 3.01(b) shall release any Person from: (i) any Liability provided in or resulting from any Contract entered into after the Closing Date between a member of one Group, on the one hand, and a member of the other Group, on the other hand; or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.01. In addition, nothing contained in Section 3.01(a) or Section 3.01(b) shall release any member of one Group from complying with its existing obligations to indemnify any director, officer or employee of a member of the other Group who was a director, officer or employee of a member of such first Group on or prior to the Closing Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving a member of such first Group and was entitled to such indemnification pursuant to the contractual obligations existing on or prior to the Closing Date. (d) Listco shall not make, and shall not permit any member of the Listco Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any ARD Holdings Releasee released pursuant to Section 3.01(a) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(a). ARD Holdings shall not make, and shall not permit any member of the ARD Holdings Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any Listco Releasee released pursuant to Section 3.01(b) with respect to, subject to Section 3.01(c), any Liabilities released pursuant to Section 3.01(b). (e) It is the intent of the Parties by virtue of the provisions of this Section 3.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all any acts and or events occurring or failing to occur or alleged to have occurred or to have failed to occur and all or any conditions existing or alleged to have existed on or before the Closing Effective Date, between or among including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Fortive Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Listco Vontier Groups in respect of any Fortive 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 Vontier Group and is no longer a director, officer or employee of any member of the Fortive 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 Vontier Group after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Fortive, any member of the Fortive Group, or their respective Affiliates from commencing any Actions against any Vontier 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 Fortive Know-How or (ii) intentional criminal acts by any such officers, directors, agents or employees. (ii) Vontier, for itself and each member of the Vontier 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 Vontier 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 Fortive and the other members of the Fortive 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 Fortive Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Vontier 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 Effective Date, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Vontier Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Fortive Group in respect of any Vontier Released Liabilities; provided, however that for purposes of this Section 5.1(a)(ii), the members of the Vontier Group shall also release and discharge any officers or other employees of any member of the Fortive Group, to the extent any such officers or employees served as a director or officer of any members of the Vontier 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 Vontier 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(a) 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 Fortive, any Fortive Retained Liability and (B) with respect to Vontier, any Vontier Liability; (ii) any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of the ARD Holdings such Party’s or Parties’ Group), on the other hand hand; (including iii) any contractual agreements Liability with respect to any Continuing Arrangements; (iv) any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or arrangements existing or alleged to exist between or among any such members on or before otherwise for Actions brought against the Closing Date)Parties by third Persons, except as expressly set forth in Section 3.01(c). At any time, at the request of any other Party, each Party which Liability shall cause each member of its Group to execute and deliver releases reflecting 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 3.01.5.1(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) Fortive from indemnifying any director, officer or employee of the Vontier Group who was a director, officer or employee of Fortive or any of its Affiliates prior to the Effective 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 Vontier Liability, Vontier shall indemnify Fortive for such Liability (including Fortive’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Vontier from indemnifying any director, officer or employee of the Fortive Group who was a director, officer or employee of Vontier or any of its Affiliates prior to the Effective 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 Fortive Retained Liability, Fortive shall indemnify Vontier for such Liability (including Vontier’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.