Common use of Certain Termination and Amendment Rights Clause in Contracts

Certain Termination and Amendment Rights. This Agreement may be terminated at any time prior to the Dow Distribution Date by and in the sole discretion of the Board without the approval of Dow or AgCo or the stockholders of DowDuPont and, in the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. The Dow Distribution may be amended, modified or abandoned at any time prior to the Dow Distribution Date and the AgCo Distribution may be amended, modified or abandoned at any time prior to the AgCo Distribution Date, in each case, by and in the sole discretion of the Board without the approval of Dow or AgCo or the stockholders of DowDuPont, provided, that no such amendment, modification or abandonment of the AgCo Distribution shall affect any provisions of, or any obligations under, this Agreement that are for the benefit of Dow or any member of its Group, or prejudice or otherwise adversely affect any rights of Dow or any member of its Group under this Agreement. After the Dow Distribution Date, but prior to the AgCo Distribution Date, this Agreement may not be terminated or amended except by an agreement in writing signed by DowDuPont and Dow. After the AgCo Distribution Date, this Agreement may not be terminated or amended except by an agreement in writing signed by the Parties.

Appears in 7 contracts

Samples: Tax Matters Agreement (Corteva, Inc.), Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (Corteva, Inc.)

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Certain Termination and Amendment Rights. This Agreement (including Article VIII hereof) may be terminated at any time prior to the Dow MatCo Distribution Date by and in the sole discretion of the Board without the approval of Dow MatCo or AgCo or the stockholders of DowDuPont and, in the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. The Dow MatCo Distribution may be amended, modified or abandoned at any time prior to the Dow MatCo Distribution Date and the AgCo Distribution may be amended, modified or abandoned at any time prior to the AgCo Distribution Date, in each case, by and in the sole discretion of the Board without the approval of Dow MatCo or AgCo or the stockholders of DowDuPont, provided, that no such amendment, modification or abandonment of the AgCo Distribution shall affect any provisions of, or any obligations under, this Agreement that are for the benefit of Dow MatCo or any member of its Group, or prejudice or otherwise adversely affect any rights of Dow MatCo or any member of its Group under this Agreement. After the Dow Distribution Date, but prior to the AgCo MatCo Distribution Date, this Agreement may not be terminated or amended except by an agreement in writing signed by DowDuPont and Doweach of the Parties. After Notwithstanding the AgCo Distribution Dateforegoing, this Agreement may Article VIII, Section 11.2 or Section 11.8 shall not be terminated or amended except by an agreement after the Effective Time in writing signed by a manner adverse to the Partiesthird party beneficiaries thereof without the Consent of any such Person.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)

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