Common use of SpinCo Release Clause in Contracts

SpinCo Release. Except as provided in Section 5.1(c) and except with respect to matters subject to indemnification pursuant to Section 5.4, effective as of the Business Transfer Time, SpinCo does hereby, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Cogint or any such wholly-owned Cogint Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Cogint 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, existing or arising from or relating to 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 Business Transfer Time, whether or not known as of the Business Transfer Time. SpinCo, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, hereby agrees, represents and warrants that each such releasor realizes and acknowledges that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities which are presently unknown, unanticipated and unsuspected, and each of them further agree, represent and warrant that this Section 5.1(a) has been negotiated and agreed upon in light of that realization and that it and they each nevertheless hereby intend to release and discharge the Cogint Released Persons with regard to such unknown, unanticipated and unsuspected matters.

SpinCo Release. Except as provided in Section 5.1(c) and except with respect to matters subject to indemnification pursuant to Section 5.4), effective as of the Business Transfer Time, SpinCo does herebySpinco will, for itself and each wholly-owned SpinCo Entity other member of the Spinco Group, and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Cogint or any such wholly-owned Cogint Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Cogint Released Persons”), Burgundy Indemnitees from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur at or before the Business Transfer Time or any conditions existing or alleged to have existed on at or before the Business Transfer Time, whether or not known as including in connection with the transactions and all other activities to implement the Spinco Reorganization, the Recapitalization and the Distribution. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco and each member of the Business Transfer Time. SpinCoSpinco Group, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, 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 agrees, represents and warrants acknowledges that each such releasor realizes and acknowledges it is aware that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities which that are presently unknown, unanticipated and unsuspected, and each of them it further agree, represent and warrant agrees that this Section 5.1(a) release has been negotiated and agreed upon in light of that realization awareness and that it and they each nevertheless hereby intend intends to release and discharge the Cogint Released Persons with regard to such unknown, unanticipated and unsuspected mattersBurgundy Indemnitees from the Liabilities described in the first sentence of this Section 5.1(a).

SpinCo Release. Except as provided in Section 5.1(c) and except with respect to matters subject to indemnification pursuant to Section 5.4, effective as of the Business Transfer Time, SpinCo does hereby, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Cogint or any such wholly-owned Cogint Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Cogint Released Persons”), from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any Contract, by operation of law Law or otherwise, existing or arising from or relating to 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 Business Transfer Time, whether or not known as of the Business Transfer Time. SpinCo, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, hereby agrees, represents and warrants that each such releasor realizes and acknowledges that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities which are presently unknown, unanticipated and unsuspected, and each of them further agree, represent and warrant that this Section 5.1(a) has been negotiated and agreed upon in light of that realization and that it and they each nevertheless hereby intend to release and discharge the Cogint Released Persons with regard to such unknown, unanticipated and unsuspected matters.

SpinCo Release. Except as provided in Section 5.1(c4.1(c) and except with respect to matters subject to indemnification pursuant to Section 5.44.4, effective as of the Business Transfer Separation Time, SpinCo Spinco does hereby, for itself and for each wholly-owned SpinCo Entity other member of the Spinco Group and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and (to the extent permitted by applicable Law) all Persons that who at any time prior to the Business Transfer Separation Time have been stockholderswere directors, membersofficers, partners, directors, managers, officers, employees or agents or employees of Cogint or any such wholly-owned Cogint Entity member of the Spinco Group (in each case, in their respective capacities as such), and in each case, together with their respective heirs, executors, administrators, predecessors, successors and assigns (collectivelyassigns, release and forever discharge each of the “Cogint Released Persons”), WDC Indemnitees from any and all Liabilities whatsoever, whether at law or in equity whatsoever (including any right of contribution), whether arising under any Contract, by operation of law Law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur on or before the Separation Time, or any conditions existing or alleged to have existed on or before the Business Transfer Separation Time, whether including in connection with the transactions and all other activities to implement the Internal Restructuring contemplated by this Agreement or not known as any Ancillary Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco and each member of the Business Transfer Time. SpinCoSpinco Group, for itself and each wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors successor and assigns, now has or in the future may have conferred upon them by virtue of any Law 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 agrees, represents and warrants acknowledges that each such releasor realizes and acknowledges it is aware that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities which that are presently unknown, unanticipated and unsuspected, and each of them it further agree, represent and warrant agrees that this Section 5.1(a) release has been negotiated and agreed upon in light of that realization awareness and that it and they each nevertheless hereby intend intends to release the WDC Indemnitees from the Liabilities described in the first sentence of this Section 4.1(a). Notwithstanding the foregoing, the release described in this Section 4.1(a) shall not apply with respect to obligations from and discharge after the Cogint Released Persons with regard Separation Time under or relating to such unknown, unanticipated and unsuspected mattersthe Contracts referred to in Section 1.7(b)(iii).