Common use of Mutual Release, Etc Clause in Contracts

Mutual Release, Etc. Effective as of the Distribution Time and except as otherwise specifically set forth in this Agreement or any of the Ancillary Agreements, each of Destinations, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the other and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had, which arise out of or relate to events, circumstances or actions taken by such other party, occurring or failing to occur, or any conditions existing, on or prior to the Distribution Time; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) assumed, transferred, assigned, allocated or arising under this Agreement, the Educational Distribution Agreement or any of the Ancillary Agreements and shall not affect any party's right to enforce this Agreement, the Educational Distribution Agreement or any Ancillary Agreement in accordance with its terms 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 4.01 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 but for the proviso to this clause (ii)). Each party understands and agrees that, except as otherwise specifically provided in this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, neither party is, in this Agreement or the Ancillary Agreements or otherwise, representing or warranting in any way as to the Assets, business or Liabilities transferred, assumed or retained as contemplated hereby or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, it being agreed and understood that each party shall take or keep all of its Assets "as is" and that it shall bear the economic and legal risk that conveyance of such Assets shall prove to be insufficient or that the title to any Assets shall be other than good and marketable and free from encumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.

Mutual Release, Etc. Effective as of the Distribution Time and except as otherwise specifically set forth in this Agreement or any of the Ancillary Agreements, each of Educational, the Company and Destinations, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the other others and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had, which arise out of or relate to events, circumstances or actions taken by such other party, occurring or failing to occur, or any conditions existing, on or prior to the Distribution Time; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) assumed, transferred, assigned, allocated or arising under this Agreement, the Educational Destinations Distribution Agreement or any of the Ancillary Agreements and shall not affect any party's right to enforce this Agreement, the Educational Destinations Distribution Agreement or any Ancillary Agreement in accordance with its terms 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 4.01 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 but for the proviso to this clause (ii)). Each party understands and agrees that, except as otherwise specifically provided in this Agreement, the Educational Destinations Distribution Agreement or the Ancillary Agreements, neither party is, in this Agreement or the Ancillary Agreements or otherwise, representing or warranting in any way as to the Assets, business or Liabilities transferred, assumed or retained as contemplated hereby or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Educational Destinations Distribution Agreement or the Ancillary Agreements, it being agreed and understood that each party shall take or keep all of its Assets "as is" and that it shall bear the economic and legal risk that conveyance of such Assets shall prove to be insufficient or that the title to any Assets shall be other than good and marketable and free from encumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.

Mutual Release, Etc. Effective as of the Time of Distribution Time and except as otherwise specifically set forth in this Agreement the Reorganization Agreements or any of the Ancillary AgreementsTransition Agreement, each of DestinationsNewco, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the other and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had, which arise out of or relate to events, circumstances or actions taken by such other party, party occurring or failing to occur, occur or any conditions existing, existing on or prior to the Distribution TimeTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) under the Transition Agreement or assumed, transferred, assigned, allocated or arising under this Agreement, the Educational Distribution Agreement or any of the Ancillary Reorganization Agreements and shall not affect any party's right to enforce this Agreement, the Educational Distribution Agreement Reorganization Agreements or any Ancillary the Transition Agreement in accordance with its terms or their terms, (ii) any Liability arising from or relating to Intercompany Arrangements to the extent such Liabilities are not required pursuant to Section 2.5 to be settled or otherwise eliminated at or before the Closing, (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 6.1 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 but for the proviso to this clause (ii)). Each party understands and agrees that, except as otherwise specifically provided in this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, neither party is, in this Agreement or the Ancillary Agreements or otherwise, representing or warranting in any way as to the Assets, business or Liabilities transferred, assumed or retained as contemplated hereby or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Educational Distribution Agreement or the Ancillary Agreements, it being agreed and understood that each party shall take or keep all of its Assets "as is" and that it shall bear the economic and legal risk that conveyance of such Assets shall prove to be insufficient or that the title to any Assets shall be other than good and marketable and free from encumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.to

Mutual Release, Etc. Effective as of the Time of Distribution Time and except as otherwise specifically set forth in this Agreement the Reorganization Agreements or any of the Ancillary AgreementsTransition Agreement, each of DestinationsNewco, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of each of its respective Subsidiaries, releases and forever discharges the other and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had, which arise out of or relate to events, circumstances or actions taken by such other party, party occurring or failing to occur, occur or any conditions existing, existing on or prior to the Distribution TimeTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities (including Liabilities with respect to indemnification) under the Transition Agreement or assumed, transferred, assigned, allocated or arising under this Agreement, the Educational Distribution Agreement or any of the Ancillary Reorganization Agreements and shall not affect any party's right to enforce this Agreement, the Educational Distribution Agreement Reorganization Agreements or any Ancillary the Transition Agreement in accordance with its terms or their terms, (ii) any Liability arising from or relating to Intercompany Arrangements to the extent such Liabilities are not required pursuant to Section 2.5 to be settled or otherwise eliminated at or before the Closing, (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01 6.1 (provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent such Person would be released with respect to such Liabilities by this Section 4.01 6.1 but for the proviso to this clause (iiiii))) or (iv) any matter set forth on Schedule 6.1. Each party understands and agrees that, except as otherwise specifically provided in this Agreement, the Educational Distribution Agreement or the Ancillary Reorganization Agreements, neither party Group is, in this Agreement or the Ancillary Reorganization Agreements or otherwise, representing or warranting in any way as to the Assets, business or Liabilities transferred, assumed or retained as contemplated hereby or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement, the Educational Distribution Agreement or the Ancillary Reorganization Agreements, it being agreed and understood that each party shall take or keep all of its Assets "as is" and that it shall bear the economic and legal risk that conveyance of such Assets shall prove to be insufficient or that the title to any Assets shall be other than good and marketable and free from encumbrances of any nature whatsoever. ARTICLE V INDEMNIFICATION SECTION 5.01.