Common use of Release of Pre-Closing Claims Clause in Contracts

Release of Pre-Closing Claims. (a) Except as provided in Section 15.05(c), effective as of the Effective Time, Newco, for itself, its Subsidiaries and each HippoRx Entity and RhinoRx Entity and their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of a HippoRx Entity or RhinoRx Entity (in each case, in their respective capacities as such), hereby remises, releases and forever discharges each of Hippo and Rhino and their respective Subsidiaries (other than the HippoRx Entities and the RhinoRx Entities, respectively), their respective successors and assigns, and all shareholders, directors, officers, members, agents or employees of any wholly owned member of Hippo or Rhino (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, whether or not known as of the Effective Time, including in connection with the Transactions.

Appears in 4 contracts

Samples: Master Transaction Agreement (Safari Holding Corp), Master Transaction Agreement (Amerisourcebergen Corp), Master Transaction Agreement (Kindred Healthcare, Inc)

AutoNDA by SimpleDocs

Release of Pre-Closing Claims. (a) Except as provided in Section 15.05(c5.01(c), effective as of the Effective TimeDistribution Date, NewcoALTISOURCE does hereby, for itself, its Subsidiaries itself and each HippoRx Entity and RhinoRx Entity and other member of the ALTISOURCE Group, their respective Affiliates (other than any member of the OCWEN Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, members, agents or employees of a HippoRx Entity or RhinoRx Entity any member of the ALTISOURCE Group (in each case, in their respective capacities as such), hereby remises, releases release and forever discharges each discharge OCWEN and the other members of Hippo and Rhino and the OCWEN Group, their respective Subsidiaries Affiliates (other than any member of the HippoRx Entities and the RhinoRx Entities, respectivelyALTISOURCE Group), their respective successors and assigns, and all Persons who at any time prior to the Distribution Date have been shareholders, directors, officers, members, agents or employees of any wholly owned member of Hippo or Rhino the OCWEN Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at on or before the Effective Time, whether or not known as of the Effective TimeDistribution Date, including in connection with the Transactionstransactions and all other activities to implement the Separation or the Distribution.

Appears in 3 contracts

Samples: Separation Agreement (Ocwen Financial Corp), Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Portfolio Solutions S.A.)

Release of Pre-Closing Claims. (a) Except as provided in Section 15.05(c5.1(c), effective as of the Effective Time, NewcoTeradata does hereby, for itself, its Subsidiaries itself and each HippoRx Entity and RhinoRx Entity and other member of the Teradata Group, their respective Affiliates (other than any member of the NCR Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, partners, members, directors, officers, members, agents or employees of a HippoRx Entity or RhinoRx Entity any member of the Teradata Group (in each case, in their respective capacities as such), hereby remisesremise, releases release and forever discharges each discharge NCR, the members of Hippo and Rhino and the NCR Group, their respective Subsidiaries Affiliates (other than any member of the HippoRx Entities and the RhinoRx Entities, respectivelyTeradata Group), their respective successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, partners, members, directors, officers, members, agents or employees of any wholly owned member of Hippo or Rhino the NCR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at on or before the Effective Time, whether or not known as of the Effective Time, including in connection with the Transactionstransactions and all other activities to implement any of the Separation and the Distribution.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Teradata Corp /De/), Separation and Distribution Agreement (Teradata Corp /De/)

AutoNDA by SimpleDocs

Release of Pre-Closing Claims. (a) Except as provided in Section 15.05(c5.1(c), effective as of the Effective TimeClosing Date, NewcoAgere does hereby, for itself, its Subsidiaries itself and each HippoRx Entity and RhinoRx Entity and other member of the Agere Group, their respective Affiliates (other than any member of the Lucent Group), successors and assigns, and all shareholdersPersons who at any time prior to the Closing Date have been stockholders, directors, officers, members, agents or employees of a HippoRx Entity or RhinoRx Entity any member of the Agere Group (in each case, in their respective capacities as such), hereby remisesremise, releases release and forever discharges each discharge Lucent and the members of Hippo and Rhino and the Lucent Group, their respective Subsidiaries Affiliates (other than any member of the HippoRx Entities and the RhinoRx Entities, respectivelyAgere Group), their respective successors and assigns, and all shareholdersPersons who at any time prior to the Closing Date have been stockholders, directors, officers, members, agents or employees of any wholly owned member of Hippo or Rhino the Lucent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at on or before the Effective Time, whether or not known as of the Effective TimeClosing Date, including in connection with the Transactionstransactions and all other activities to implement any of the Separation, the IPO and the Distribution.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Agere Systems Inc)

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