Common use of Parent Release of SpinCo Clause in Contracts

Parent Release of SpinCo. Except as provided in Section 5.1(c) and Section 5.1(d), effective as of the Separation Time, Parent does hereby, for itself and each other member of the Parent Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Separation Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group or have served as directors, officers, agents or employees of another Person at the request of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group and their respective successors and assigns, and (ii) all Persons who at any time prior to the Separation Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group or have served as directors, officers, agents or employees of another Person at the request of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from (A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Transactions (for the avoidance of doubt this clause (B) shall not limit or affect indemnification obligations of the Parties set forth in this Agreement or any Ancillary Agreement) and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Separation 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 Separation Time), in each case to the extent relating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

Parent Release of SpinCo. Except as provided in Section 5.1(c) and Section 5.1(d4.1(c), effective as of the Separation Effective Time, Parent does hereby, for itself and each other member of the Parent Group Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Separation Effective Time have been shareholders, directors, officers, agents agents, other Representatives or employees of any member of the Parent Group or have served as directors, officers, agents or employees of another Person at the request of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group and their respective successors and assigns, and (ii) all Persons who at any time prior to the Separation Effective Time have been Affiliates, shareholders, directors, officers, agents agents, other Representatives or employees of any member of the SpinCo Group or have served as directors, officers, agents or employees any of another Person at the request of their Affiliates other than any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assignsassigns (the Persons set forth in clauses (i) and (ii), from the “SpinCo Non-Recourse Parties”), in each case from: (A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Transactions (for Separation and the avoidance of doubt this clause (B) shall not limit or affect indemnification obligations of the Parties set forth in this Agreement or any Ancillary Agreement) Distribution and (C) all other Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Separation 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 Separation Effective Time), in each case to the extent relating to, arising out of or resulting from to the Parent Business, the Parent Assets or the Parent LiabilitiesLiabilities or any member of the Parent Group’s direct or indirect beneficial ownership of the equity interests of any member of the SpinCo Group.