Release of Pre-Closing Claims. (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, to the fullest extent permitted by law, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members of the Genworth Group, their respective 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 any member of the Genworth 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, tort 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 from the beginning of time up to the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents.
Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge RemainCo, each member of the RemainCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group), directors, officers, agents or employees of any member of the RemainCo 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 to SpinCo and each other member of the SpinCo Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, 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 Distribution Time, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution.
Release of Pre-Closing Claims. (a) Except as provided in Section 4.1(c), effective as of the Distribution Date, the Company does hereby, for itself and each other member of the Company Group, their respective Affiliates (other than any member of the Parent Group), successors and assigns, and all Persons (other than any member of the Parent Group) who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), remise, release and forever discharge Parent, the members of the Parent Group, its respective Affiliates (other than any member of the Company Group), successors and assigns, and all Persons (other than any member of the Company Group) who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Parent 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 on or before the Distribution Date, including in connection with the transactions and all other activities to implement any of the Separation and the Distribution.
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.
Release of Pre-Closing Claims. (a) Except as provided in Section 4.01(c) and Section 4.03, effective as of the Effective Date, the Company does hereby, for itself and for each member of the Company Group as of the Effective Date and their respective successors and assigns and all Persons who at any time prior to the Effective Date, have been directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), release and forever discharge Pfizer and each member of the Pfizer Group, and all Persons who at any time prior to the Effective Date have been stockholders, directors, officers, managers, members, agents or employees of any Person in the Pfizer 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 rights of contribution or recovery), whether arising under any Contract, 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 Effective Date, including in connection with the transactions and all other activities to implement the Transactions and any of the other transactions contemplated hereunder, and under any of the Ancillary Agreements and pursuant to the Plan of Reorganization.
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 8.2 and Section 8.5(c), effective as of the Contribution Closing, WhiteWave does hereby, for itself and for each other WhiteWave Group Member as of the Contribution Closing, release and forever discharge each Xxxx Foods Group Member, and all Persons who at any time prior to the Contribution Closing have been stockholders, directors, officers, managers, members or agents of any Xxxx Foods Group Member (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 at or before the Contribution Closing, including in connection with the transactions and all other activities to implement the Contribution and the IPO.
Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution Time, B&W does hereby, for itself and each other member of the B&W Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, directors, officers, agents or employees of any member of the B&W Group (in each case, in their respective capacities as such), remise, release and forever discharge MII, each member of the MII Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the MII 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 to B&W and each other member of the B&W Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, 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 Distribution Time, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution.
Release of Pre-Closing Claims. (a) Except as provided in Section 6.01(c), effective as of the Distribution Date, Embarq does, for itself and each other wholly owned member of the Embarq Group, their respective successors and assigns (in each case, in their respective capacities as such), remise, release and forever discharge each of Sprint, the wholly owned members of the Sprint Group, their successors and assigns (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 by the Distribution Date, including in connection with the transactions and all other activities to implement the Separation and the Distribution.
Release of Pre-Closing Claims. (a) Except as provided in Section 3.1(c), effective as of the Distribution Date, Fiesta Restaurant Group does hereby, for itself and each other member of the Fiesta Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, members, managing members, agents or employees of any member of the Fiesta Group (in each case, in their respective capacities as such), remise, release and forever discharge CRG and Carrols, each member of the CRG Group and their respective Affiliates, successors and assigns, and all stockholders, directors, officers, agents or employees of any member of the CRG 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 to Fiesta Restaurant Group and each other member of the Fiesta Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, 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 Distribution Date, including in connection with the transactions and all other activities to implement any Prior Transfers, the Separation and the Distribution.
