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

Release of Pre-Separation Claims. (a) Except as provided in Section 7.01(c), effective as of the Effective Time, TripAdvisor does hereby, on behalf of itself and each other member of the TripAdvisor Group, their respective Affiliates (other than any member of the Expedia Group), successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders (other than any member of the Expedia Group), directors, officers, agents or employees of any member of the TripAdvisor Group (in each case, in their respective capacities as such) (the “TripAdvisor Releasors”), unequivocally, unconditionally and irrevocably release and discharge each of Expedia, the other members of the Expedia Group, their respective Affiliates (other than any member of the TripAdvisor Group), successors and assigns, and all Persons that at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Expedia Group (in each case, in their respective capacities as such), and their respective heirs, executors, trustees, administrators, successors and assigns (the “Expedia Parties”), from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Expedia Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the TripAdvisor Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective Time, including in connection with the transactions and all activities to implement the Separation and the Reclassification (the “TripAdvisor Claims”); and the TripAdvisor Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect to, or institute, assert or threaten to assert, any TripAdvisor Claim.

Release of Pre-Separation Claims. (a) SpinCo Release of Parent. Except as provided in Section 7.01(c5.1(c) and Section 5.1(d), effective as of the Effective Separation Time, TripAdvisor SpinCo does hereby, on behalf of for itself and each other member of the TripAdvisor SpinCo Group, and their respective Affiliates (other than any member of the Expedia Group), successors and assigns, and and, to the extent permitted by Law, all Persons that who at any time prior to the Effective Separation Time have been stockholders (other than any member of the Expedia Group)shareholders, directors, officers, agents or employees of any member of the TripAdvisor SpinCo Group or have served as directors, officers, agents or employees of another Person at the request of any member of the SpinCo Group (in each case, in their respective capacities as such) (the “TripAdvisor Releasors”), unequivocallyremise, unconditionally and irrevocably release and forever discharge each of Expedia, (i) Parent and the other members of the Expedia Parent Group, and their respective Affiliates (other than any member of the TripAdvisor Group), successors and assigns, and (ii) all Persons that who at any time prior to the Effective Separation Time have been stockholdersshareholders, directors, officers, agents or employees of any member of the Expedia 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), and their respective heirs, executors, trustees, administrators, successors and assigns assigns, and (iii) all Persons who at any time prior to the “Expedia Parties”Separation Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity and who are not, as of immediately following the Separation Time, directors, officers or employees of SpinCo or a member of the SpinCo Group (in each case, in their respective capacities as such), in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Expedia Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the TripAdvisor Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective Time, including 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 (including, for the avoidance of doubt, the presence of Hazardous Materials on the SpinCo Real Property) occurring or existing prior to the Separation and 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 Reclassification (Separation Time), in each case to the “TripAdvisor Claims”); and the TripAdvisor Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect extent relating to, arising out of or instituteresulting from the SpinCo Business, assert the SpinCo Assets, the SpinCo Liabilities or threaten to assertany member of the Parent Group’s direct or indirect beneficial ownership of the capital stock of any member of the SpinCo Group or any member of Parent Group’s management, any TripAdvisor Claimoversight, supervision or operation of the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities.

Release of Pre-Separation Claims. (a) Except as provided in Section 7.01(c9.01(c), effective as of the Effective Time, TripAdvisor Novelis does hereby, on behalf of itself and each other member of the TripAdvisor Novelis Group, their respective Affiliates (other than any member of the Expedia Alcan Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders (other than any member of the Expedia Alcan Group), directors, officers, agents or employees of any member of the TripAdvisor Novelis Group (in each case, in their respective capacities as such) (the “TripAdvisor Releasors”"NOVELIS RELEASORS"), unequivocally, unconditionally and irrevocably release and discharge each of ExpediaAlcan, the other members of the Expedia Alcan Group, their respective Affiliates (other than any member of the TripAdvisor Novelis Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Expedia Alcan Group (in each case, in their respective capacities as such), and their respective heirs, executors, trustees, administrators, successors and assigns (the “Expedia Parties”"ALCAN PARTIES"), from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Expedia Alcan Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the TripAdvisor Novelis Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia Alcan Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective Time, including in connection with the transactions and all activities to implement the Separation and the Reclassification (the “TripAdvisor Claims”"NOVELIS CLAIMS"); and the TripAdvisor Novelis Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect to, or institute, assert or threaten to assert, any TripAdvisor Novelis Claim.

Release of Pre-Separation Claims. (a) Except as provided in Section 7.01(c), effective as of the Effective Time, TripAdvisor Expedia does hereby, on behalf of itself and each other member of the TripAdvisor Expedia Group, their respective Affiliates (other than any member of the Expedia IAC Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders (other than any member of the Expedia IAC Group), directors, officers, agents or employees of any member of the TripAdvisor Expedia Group (in each case, in their respective capacities as such) (the “TripAdvisor Expedia Releasors”), unequivocally, unconditionally and irrevocably release and discharge each of ExpediaIAC, the other members of the Expedia IAC Group, their respective Affiliates (other than any member of the TripAdvisor Expedia Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Expedia IAC Group (in each case, in their respective capacities as such), and their respective heirs, executors, trustees, administrators, successors and assigns (the “Expedia IAC Parties”), from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Expedia IAC Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the TripAdvisor Expedia Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia IAC Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective Time, including in connection with the transactions and all activities to implement the Separation and the Reclassification (the “TripAdvisor Expedia Claims”); and the TripAdvisor Expedia Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect to, or institute, assert or threaten to assert, any TripAdvisor Expedia Claim.

Release of Pre-Separation Claims. (a) Except as provided in Section 7.01(c9.01(c), effective as of the Effective Time, TripAdvisor Novelis does hereby, on behalf of itself and each other member of the TripAdvisor Novelis Group, their respective Affiliates (other than any member of the Expedia Alcan Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders (other than any member of the Expedia Alcan Group), directors, officers, agents or employees of any member of the TripAdvisor Novelis Group (in each case, in their respective capacities as such) (the “TripAdvisor "Novelis Releasors”"), unequivocally, unconditionally and irrevocably release and discharge each of ExpediaAlcan, the other members of the Expedia Alcan Group, their respective Affiliates (other than any member of the TripAdvisor Novelis Group), successors and assigns, and all Persons that who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Expedia Alcan Group (in each case, in their respective capacities as such), and their respective heirs, executors, trustees, administrators, successors and assigns (the “Expedia "Alcan Parties”"), from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Expedia Alcan Party or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the TripAdvisor Novelis Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia Alcan Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective Time, including in connection with the transactions and all activities to implement the Separation and the Reclassification (the “TripAdvisor "Novelis Claims”"); and the TripAdvisor Novelis Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect to, or institute, assert or threaten to assert, any TripAdvisor Novelis Claim.

Release of Pre-Separation Claims. (a) Except as provided in Section 7.01(c4.(c), effective as of the Effective TimeSeparation Date, TripAdvisor Pasadena Holdings does hereby, on behalf of for itself and each other member of the TripAdvisor GroupPasadena Group member, their respective Affiliates (other than any member of the Expedia GroupPartnership Group member), successors and assigns, and all Persons that who at any time prior to the Effective Time Separation Date have been stockholders (other than any member of the Expedia Group), directors, officers, agents agents, managers, or employees of any Pasadena Group member of the TripAdvisor Group (in each case, in their respective capacities as such) (the “TripAdvisor Releasors”), unequivocally, unconditionally and irrevocably release and forever discharge each of Expedia, REGARDLESS OF FAULT Partnership and the other members of the Expedia GroupPartnership Group members, their respective controlled Affiliates (other than any member of the TripAdvisor GroupPasadena Group member), successors and assigns, and all Persons that who at any time prior to the Effective Time Separation Date have been stockholdersunitholders, directors, officers, agents agents, managers or employees of any Partnership Group member of the Expedia Group (in each case, in their respective capacities as such), and their respective heirs, executors, trustees, administrators, successors and assigns (the “Expedia Parties”)assigns, from any and all Actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, judgments and liabilities, of any nature Liabilities whatsoever, whether at law or in lawequity (including any right of contribution), at equity whether arising under any contract or agreement, by operation of law or otherwise, whether directincluding from fraud, derivative existing or otherwise, which arising from any acts or events occurring or failing to occur or alleged to have been asserted against an Expedia Party occurred or which, whether currently known to have failed to occur or unknown, suspected any conditions existing or unsuspected, fixed alleged to have existed on or contingent, and whether or not concealed or hidden, before the TripAdvisor Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee, administrator, successor or otherwise for or on behalf of any other Person, against the Expedia Parties, relating to any claims or transactions or occurrences whatsoever, up to but excluding the Effective TimeSeparation Date, including in connection with the transactions Separation and all other activities to implement the Separation and the Reclassification (the “TripAdvisor Claims”)Separation; and the TripAdvisor Releasors hereby unequivocallyprovided, unconditionally and irrevocably agree not to initiate proceedings however, that with respect toto unitholders, directors, officers, agents, managers, or instituteemployees of any Partnership Group member (in each case, assert in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such release and discharge shall not apply to the extent any such Person acted in bad faith or threaten to assertengaged in fraud or willful misconduct or, any TripAdvisor Claimin the case of a criminal matter, acted with knowledge that such person’s or party’s conduct was unlawful.