Common use of Release of Claims Prior to Distribution Clause in Contracts

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv does hereby, for itself and each other member of the Aptiv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi Technologies, the respective members of the Delphi Technologies Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and 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 Aptiv Business, the Aptiv Assets or Aptiv Liabilities.

Appears in 5 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Delphi Technologies PLC), Separation and Distribution Agreement (Delphi Technologies PLC)

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Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c3.1(c), effective as of the Effective Time, Aptiv TFMC does hereby, for itself and each other member of the Aptiv TFMC Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv TFMC Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesTEN, the respective members of the Delphi Technologies TEN Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies TEN Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv TFMC Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution Transactions 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 of this clause (C) to the extent relating to, arising out of or resulting from the Aptiv TFMC Business, the Aptiv TFMC Assets or Aptiv TFMC Liabilities.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Technip Energies N.V.), Separation and Distribution Agreement (Technip Energies B.V.), Separation and Distribution Agreement (TechnipFMC PLC)

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv New Worthington does hereby, for itself and each other member of the Aptiv New Worthington Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv New Worthington Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesWorthington Steel, the respective members of the Delphi Technologies Worthington Steel Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies Worthington Steel Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv New Worthington Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and 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 Aptiv New Worthington Business, the Aptiv New Worthington Assets or Aptiv New Worthington Liabilities.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Worthington Enterprises, Inc.), Separation and Distribution Agreement (Worthington Steel, Inc.), Separation and Distribution Agreement (Worthington Steel, Inc.)

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Aptiv Autoliv does hereby, for itself and each other member of the Aptiv Autoliv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesVeoneer, the respective members of the Delphi Technologies Veoneer Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies Veoneer Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Autoliv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation Restructuring 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 Distribution 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 Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Aptiv Autoliv Business, the Aptiv Autoliv Assets or Aptiv the Autoliv Liabilities.

Appears in 2 contracts

Samples: Distribution Agreement (Autoliv Inc), Master Transfer Agreement (Veoneer, Inc.)

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Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv Enovis does hereby, for itself and each other member of the Aptiv Enovis Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Aptiv Enovis Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesESAB, the respective members of the Delphi Technologies ESAB Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Delphi Technologies ESAB Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Enovis Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and 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 Aptiv Enovis Business, the Aptiv Enovis Assets or Aptiv Enovis Liabilities.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Enovis CORP), Separation and Distribution Agreement (ESAB Corp)

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Effective Time, Aptiv Illumina does hereby, for itself and each other member of the Aptiv Illumina Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Aptiv Illumina Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Delphi TechnologiesGRAIL, the respective members of the Delphi Technologies GRAIL Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholdersstockholders, directors, officers, agents or employees of any member of the Delphi Technologies GRAIL Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Aptiv Illumina Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions contemplated by this Agreement and all other activities to implement the Separation and Distribution and Distribution, (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), and (D) any rights, claims or Liabilities arising from, or in each case to the extent relating toconnection with, arising out Section 3.3 of or resulting from the Aptiv Businessthat certain Letter Agreement and Limited Waiver dated as of August 18, the Aptiv Assets or Aptiv Liabilities2021 between Illumina and GRAIL.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Grail, LLC), Separation and Distribution Agreement (Grail, LLC)

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