Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the Distribution. (b) The rights and obligations of any member of the Ligand Group, any member of the OmniAb Group or APAC, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 4 contracts
Samples: Merger Agreement (Avista Public Acquisition Corp. II), Separation and Distribution Agreement (Avista Public Acquisition Corp. II), Merger Agreement (Ligand Pharmaceuticals Inc)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the Distribution.
(b) The rights and obligations of any member of the Ligand Group, Xxxxxxx Group or any member of the OmniAb Group or APACVeralto Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Danaher Corp /De/), Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Veralto Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the DistributionIPO.
(b) The rights and obligations of any member of the Ligand Group, Xxxxxxx Group or any member of the OmniAb Group or APACEnvista Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 2 contracts
Samples: Separation Agreement (Envista Holdings Corp), Separation Agreement (Envista Holdings Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the Distribution.
(b) The rights and obligations of any member of the Ligand Group, Fortive Group or any member of the OmniAb Group or APACVontier Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vontier Corp), Separation and Distribution Agreement (Vontier Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the Distribution.
(b) The rights and obligations of any member of the Ligand Inpixon Group, any member of the OmniAb CXApp Group or APACKINS, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 1 contract
Samples: Separation and Distribution Agreement (KINS Technology Group, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements obligations contained in this Article V shall not survive the Distribution.
(b) The rights and obligations of any member of the Ligand Company Group, any member of the OmniAb Group or APACSpinCo Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the DistributionIPO.
(b) The rights and obligations of any member of the Ligand Group, Fortive Group or any member of the OmniAb Group or APACVontier Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 1 contract
Samples: Separation Agreement (Vontier Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the DistributionIPO.
(b) The rights and obligations of any member of the Ligand Group, Flex Group or any member of the OmniAb Group or APACNextracker Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities Liabilities; and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 1 contract