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, New Worthington does hereby, for itself and each other member of the 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 New Worthington Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Worthington Steel, the respective members of the 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 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 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 New Worthington Business, the New Worthington Assets or 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.)

AutoNDA by SimpleDocs

Release of Claims Prior to Distribution. (a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, New Worthington Autoliv does hereby, for itself and each other member of the New Worthington 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 New Worthington Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Worthington SteelVeoneer, the respective members of the Worthington Steel 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 Worthington Steel 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 New Worthington 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 New Worthington Autoliv Business, the New Worthington Autoliv Assets or New Worthington the Autoliv Liabilities.

Appears in 2 contracts

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

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.