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

Release of Pre-Closing Claims. (a) Except as provided in Section 5.3(c), effective as of the Effective Date, Venator does hereby, for itself and each other member of the Venator Group, their respective Affiliates (other than any member of the Huntsman Group), successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Effective Date have been directors, officers, agents, managers, or employees of any member of the Venator Group (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Huntsman and the members of the Huntsman Group, their respective controlled Affiliates (other than any member of the Venator Group), successors and assigns, and all Persons who at any time prior to the Effective Date have been stockholders, directors, officers, agents, managers or employees of any member of the Huntsman 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, including from fraud, 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 on or before the Effective Date, including in connection with the transactions and all other activities to implement the Separation and the IPO and any other transactions contemplated under this Agreement or any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Huntsman Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the extent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconduct.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.3(c)) and Section 5.5, effective as of the Effective Date, Venator does hereby, for itself and each other member of the Venator Group, their respective Affiliates (other than any member of the Huntsman Group), successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Effective Date have been directors, officers, agents, managers, or employees of any member of the Venator Group (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Huntsman and the members of the Huntsman Group, their respective controlled Affiliates (other than any member of the Venator Group), successors and assigns, and all Persons who at any time prior to the Effective Date have been stockholders, directors, officers, agents, managers or employees of any member of the Huntsman 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, including from fraud, 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 on or before the Effective Date, including in connection with the transactions and all other activities to implement the Separation and the IPO and any other transactions contemplated under this Agreement or any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Huntsman Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the extent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconduct.

Release of Pre-Closing Claims. (a) Except (i) as provided in Section 5.3(c4.1(c), (ii) as may be otherwise provided in this Agreement, any other Transaction Document or the Purchase Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to Article V or pursuant to the Purchase Agreement or any other Transaction Document and without limiting the rights of Buyer under the Purchase Agreement or any of the Transaction Documents, effective as of the Effective DateClosing, Venator does the NewCos do hereby, for itself themselves and each other member of the Venator NewCo Group, their respective Affiliates (other than any member of the Huntsman Group)Affiliates, successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Effective Date Closing have been directors, officers, agents, managers, agents or employees of any member of the Venator NewCo Group (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Huntsman Seller and the other members of the Huntsman Seller Group, their respective controlled Affiliates (other than any member of the Venator Group)Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Date Closing have been stockholders, members, partners, directors, managers, officers, agents, managers agents or employees of any member of the Huntsman Seller Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assignsassigns (collectively, the “Seller Released Persons”), from any and all Liabilities whatsoever, whether at law Law or in equity (including any right of contribution), whether arising under any contract or agreementContract, by operation of Law or otherwise, including from fraud, to the extent 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 on at or before prior to the Effective DateClosing, including in connection with the transactions and all other activities to implement the Separation and the IPO Reorganization, and any of the other transactions contemplated under by this Agreement Agreement, the other Transaction Documents or the Purchase Agreement. Without limitation (other than those expressly set forth above), the foregoing release includes a release of any Ancillary Agreement; provided, however, rights and benefits with respect to stockholders, directors, officers, agents, managers, or employees of any such Liabilities that the NewCos and each member of the Huntsman Group (in each case, in their respective capacities as such)NewCo Group, and their respective heirs, executors, administratorsAffiliates, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such remiseclaims would have materially affected such party’s settlement with the obligor. In this connection, the NewCos hereby acknowledge that they are aware that factual matters now unknown to them may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and they further agree that this release has been negotiated and discharge shall not apply agreed upon in light of that awareness and they nevertheless hereby intend to release the extent any such person or party is grossly negligent or has acted Seller Released Persons from the Liabilities described in bad faith or has engaged in willful misconductthe first sentence of this Section 4.1(a).

Release of Pre-Closing Claims. (a) vi.Except as provided in Section 5.3(c)5.01(c) and Section 5.03, effective as of the Effective Separation Date, Venator the Corporation does hereby, for itself and for each other member of its Subsidiaries that is in the Corporation Group as of the Venator Group, their respective Affiliates (other than any member of the Huntsman Group), successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Effective Date have been directors, officers, agents, managers, or employees of any member of the Venator Group (in each case, in their respective capacities as such), remiseSeparation Date, release and forever discharge REGARDLESS OF FAULT Huntsman the LLC and each of its Subsidiaries that are in the members of the Huntsman LLC Group, their respective controlled Affiliates (other than any member of the Venator Group), successors and assigns, and all Persons who at any time prior to the Effective Separation Date have been stockholders, directors, officers, agents, managers or employees members of any member of Person in the Huntsman LLC 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 law or otherwise, including from fraud, 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 in each case on or before the Effective Separation Date, including in connection with the transactions and all other activities to implement the Separation and the IPO IPO. Except as provided in Section 5.01(c) and Section 5.02, effective as of the Separation Date, the LLC does hereby, for itself and for each of its Subsidiaries that is in the LLC Group, release and forever discharge the Corporation and each of its Subsidiaries that is in Corporation Group as of the Separation Date, and all Persons who at any other transactions contemplated under this Agreement or any Ancillary Agreement; provided, however, with respect time prior to the Separation Date have been stockholders, directors, officers, agents, managers, agents or employees members of any member of Person in the Huntsman Corporation 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 in each case on or before the Separation Date, including in connection with the transactions and all other activities to implement the Separation and the IPO. Nothing contained in Section 5.01(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.04(b) or the applicable Schedules thereto not to terminate as of the Separation Date or Section 2.06, in each case in accordance with its terms. Nothing contained in Section 5.01(a) or (b) shall release any Person from: any Liability provided in or resulting from any agreement among any Persons in the LLC Group or the Corporation Group that is specified in Section 2.04(b) or the applicable Schedules thereto as not to terminate as of the Separation Date, or any other Liability specified in such remiseSection 2.04(b) as not to terminate as of the Separation Date; any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement; any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01. The Corporation shall not make, and shall not permit any Person in the Corporation Group to make, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the LLC or any Person in the LLC Group, or any other Person released pursuant to Section 5.01(a), with respect to any Liabilities released pursuant to Section 5.01(a). The LLC shall not make, and shall not permit any Person in the LLC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against the Corporation or any Person in the Corporation Group, or any other Person released pursuant to Section 5.01(b), with respect to any Liabilities released pursuant to Section 5.0l(b). It is the intent of each of the LLC and the Corporation, by virtue of the provisions of this Section 5.01, to provide for a full and complete release and discharge shall not apply of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed in each case on or before the extent Separation Date, between or among the Corporation or any Person in the Corporation Group, on the one hand, and the LLC or any Person in the LLC Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such person Persons on or before the Separation Date), except as expressly set forth in Section 5.01(c). At any time, at the request of any other party, each party is grossly negligent or has acted shall cause each Person in bad faith or has engaged in willful misconductits respective Group to execute and deliver releases reflecting the provisions hereof.

Release of Pre-Closing Claims. (ac) Except as provided in Section 5.3(c5.01(c), effective as of the Effective Distribution Date, Venator NSAM does hereby, for itself and each other member of the Venator NSAM Group, their respective Affiliates (other than any member of the Huntsman Group), successors and assigns, and to the extent permitted by Law all Persons who at any time prior to the Effective Date have been directors, officers, agents, managers, or employees of any member of the Venator Group (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Huntsman and the members of the Huntsman Group, their respective controlled Affiliates (other than any member of the Venator NorthStar Realty Group), successors and assigns, and all Persons who at any time prior to the Effective Distribution Date have been stockholders, directors, officers, agents, managers agents or employees of any member of the Huntsman NSAM Group (in each case, in their respective capacities as such), release and forever discharge NorthStar Realty and the other members of the NorthStar Realty Group, their respective Affiliates (other than any member of the NSAM Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NorthStar Realty Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities (other than Excluded Liabilities) to or of the NSAM Group whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract Contract or agreement, by operation of Law law or otherwise, including from fraud, 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 on or before the Effective Distribution Date, including in connection with the transactions and all other activities to implement the Separation and or the IPO and any other transactions contemplated under this Agreement or any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Huntsman Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the extent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconductDistribution.

Release of Pre-Closing Claims. (a) Except as provided in Section 5.3(c8.1(c), effective as of the Effective date of consummation of the IPO (the "Closing Date"), Venator ATL does hereby, for itself and each other member of the Venator Group, their respective Affiliates (other than any member of the Huntsman Group)its affiliates, successors and assigns, and to the extent permitted by Law all Persons persons who at any time prior to the Effective Closing Date have been stockholders, directors, officers, agents, managers, agents or employees of any member of the Venator Group ATL (in each case, in their respective capacities as such), remise, release and forever discharge REGARDLESS OF FAULT Huntsman each of Odetics and the members of the Huntsman Group, their respective controlled Affiliates (other than any member of the Venator Group)its affiliates, successors and assigns, and all Persons persons who at any time prior to the Effective Closing Date have been stockholders, directors, officers, agents, managers agents or employees of Odetics (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any member and all losses, claims, actions, damages, expenses or liabilities whatsoever, (collectively, the "Liabilities"), 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 on or before the Closing Date. (b) Except as provided in Section 8.1(c), effective as of the Huntsman Group Closing Date, Odetics does hereby, for itself and its affiliates, successors and assigns, and all persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of Odetics (in each case, in their respective capacities as such), remise, release and forever discharge ATL, and its affiliates, successors and assigns, and all persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of ATL (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 law or otherwise, including from fraud, 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 on or before the Effective Closing Date, including in connection with the transactions and all other activities to implement any of the Separation and Separation, the IPO and any other transactions contemplated under this Agreement or any Ancillary Agreement; provided, however, with respect to stockholders, directors, officers, agents, managers, or employees of any member of the Huntsman Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such remise, release and discharge shall not apply to the extent any such person or party is grossly negligent or has acted in bad faith or has engaged in willful misconductDistribution.