Common use of SpinCo Release Clause in Contracts

SpinCo Release. Except as provided in Section 5.1(c), effective as of the Business Transfer Time, Spinco will, for itself and each other member of the Spinco Group, and their respective successors and assigns, remise, release and forever discharge the Burgundy Indemnitees from any and all Liabilities whatsoever, 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 at or before the Business Transfer Time or any conditions existing or alleged to have existed at or before the Business Transfer Time, including in connection with the transactions and all other activities to implement the Spinco Reorganization, the Recapitalization and the Distribution. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco and each member of the Spinco Group, and their respective 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 claims would have materially affected such party’s settlement with the obligor. In this connection, Spinco hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Burgundy Indemnitees from the Liabilities described in the first sentence of this Section 5.1(a).

SpinCo Release. Except as provided in Section 5.1(c)4.1(c) and Section 4.4, effective as of the Business Transfer Separation Time, Spinco willdoes hereby, for itself and for each other member of the Spinco GroupGroup and (to the extent permitted by applicable Law) all Persons who at any time prior to the Separation Time were directors, and officers, partners, managers, employees or agents of any member of the Spinco Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, predecessors, successors and assigns, remise, release and forever discharge each of the Burgundy WDC Indemnitees from any and all Liabilities whatsoever, whether at Law or in equity whatsoever (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 at on or before the Business Transfer Time Separation Time, or any conditions existing or alleged to have existed at on or before the Business Transfer Separation Time, including in connection with the transactions and all other activities to implement the Spinco Reorganization, the Recapitalization and the DistributionInternal Restructuring contemplated by this Agreement or any Ancillary Agreement. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco and each member of the Spinco Group, and their respective successors successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle Law 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 claims would have materially affected such party’s settlement with the obligor. In this connection, Spinco hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Burgundy WDC Indemnitees from the Liabilities described in the first sentence of this Section 5.1(a4.1(a). Notwithstanding the foregoing, the release described in this Section 4.1(a) shall not apply with respect to obligations from and after the Separation Time under or relating to the Contracts referred to in Section 1.7(b)(iii).

SpinCo Release. Except as provided in Section 5.1(c)) and except with respect to matters subject to indemnification pursuant to Section 5.4, effective as of the Business Transfer Time, Spinco willSpinCo does hereby, for itself and each other member of the Spinco Group, wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Burgundy Indemnitees Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Cogint or any such wholly-owned Cogint Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Cogint 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, by operation of Law law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur at or before the Business Transfer Time or any conditions existing or alleged to have existed at on or before the Business Transfer Time, including in connection with whether or not known as of the transactions and all other activities to implement the Spinco ReorganizationBusiness Transfer Time. SpinCo, the Recapitalization and the Distribution. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco for itself and each member of the Spinco Group, wholly-owned SpinCo Entity and their respective Affiliates, predecessors, 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 hereby agrees, represents and warrants 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 each such claims would have materially affected such party’s settlement with the obligor. In this connection, Spinco hereby releasor realizes and acknowledges that it is aware that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities that which are presently unknown, unanticipated and unsuspected, and it each of them further agrees agree, represent and warrant that this release Section 5.1(a) has been negotiated and agreed upon in light of that awareness realization and that it and they each nevertheless hereby intends intend to release and discharge the Burgundy Indemnitees from the Liabilities described in the first sentence of this Section 5.1(a)Cogint Released Persons with regard to such unknown, unanticipated and unsuspected matters.

SpinCo Release. Except as provided in Section 5.1(c)) and except with respect to matters subject to indemnification pursuant to Section 5.4, effective as of the Business Transfer Time, Spinco willSpinCo does hereby, for itself and each other member of the Spinco Group, wholly-owned SpinCo Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Cogint Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Burgundy Indemnitees Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Cogint or any such wholly-owned Cogint Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Cogint Released Persons”), from any and all Liabilities whatsoever, 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 or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur at or before the Business Transfer Time or any conditions existing or alleged to have existed at on or before the Business Transfer Time, including in connection with whether or not known as of the transactions and all other activities to implement the Spinco ReorganizationBusiness Transfer Time. SpinCo, the Recapitalization and the Distribution. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that Spinco for itself and each member of the Spinco Group, wholly-owned SpinCo Entity and their respective Affiliates, predecessors, 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 hereby agrees, represents and warrants 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 each such claims would have materially affected such party’s settlement with the obligor. In this connection, Spinco hereby releasor realizes and acknowledges that it is aware that factual matters now unknown to it or them may have given or may hereafter give rise to Liabilities that which are presently unknown, unanticipated and unsuspected, and it each of them further agrees agree, represent and warrant that this release Section 5.1(a) has been negotiated and agreed upon in light of that awareness realization and that it and they each nevertheless hereby intends intend to release and discharge the Burgundy Indemnitees from the Liabilities described in the first sentence of this Section 5.1(a)Cogint Released Persons with regard to such unknown, unanticipated and unsuspected matters.