Mutual Releases Indemnification. Section 4.01 Releases.
Mutual Releases Indemnification. SECTION 1.1. RELEASE OF PRE-CLOSING CLAIMS.
Mutual Releases Indemnification. Release of Pre-Distribution Claims 45 Section 9.2 Indemnification by SpinCo 47 Section 9.3 Indemnification by DevCo 48 Section 9.4 Procedures for Indemnification 48 Section 9.5 Indemnification Obligations Net of Insurance Proceeds 52 Section 9.6 Indemnification Obligations Net of Taxes 53 Section 9.7 Contribution 54 Section 9.8 Remedies Cumulative 54 Section 9.9 Survival of Indemnities 54 Section 9.10 Limitation of Liability 54
Mutual Releases Indemnification. For the avoidance of doubt and subject to the provisions set forth in Section 8.1, the Parties’ mutual release and indemnification obligations hereunder shall be governed, mutatis mutandis, by ARTICLE IV of the Separation Agreement.
Mutual Releases Indemnification. 4.1 Release of Pre-Distribution Claims
(a) SpinCo Release of KAR. Except as provided in Section 4.1(c), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the 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 (i) KAR and the members of the KAR Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) 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 Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions contemplated by this Agreement and all other activities undertaken to implement the Internal Restructuring, Separation 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 SpinCo Assets or the SpinCo Liabilities.
(b) KAR Release of SpinCo. Except as provided in Section 4.1(c), effective as of the Effective Time, KAR does hereby, for itself and each other member of the KAR Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members...
Mutual Releases Indemnification. Section 2.1 Release of Pre-Closing Claims.
Mutual Releases Indemnification. 28 4.1 Release of Pre-Separation Claims ........................................................................ 28 4.2
Mutual Releases Indemnification. 3.1 Release of Pre-Distribution Claims
Mutual Releases Indemnification. 4.1 Regardless of Fault. IN THIS ARTICLE IV, THE PHRASE “REGARDLESS OF FAULT” MEANS WITH RESPECT TO ANY INDEMNITY OR RELEASE PROVISION THAT THE INDEMNITY OR RELEASE IS BEING GIVEN WITHOUT REGARD TO THE FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED AND THAT THE INDEMNITY OR RELEASE WILL BE ENFORCEABLE EVEN IF THE LIABILITY BEING RELEASED OR INDEMNIFIED AGAINST WAS CAUSED BY THE NEGLIGENCE (OF ANY DEGREE OR CHARACTER), STRICT LIABILITY, BREACH OF DUTY OR ANY OTHER FAULT ON THE PART OF THE PARTY OR PERSON BEING RELEASED OR INDEMNIFIED.
