Covenants and Other Matters. 16 Section 4.1
Covenants and Other Matters. Section 4.1 Other Agreements and Instruments 6 Section 4.2 Further Instruments 7 Section 4.3 Agreement on Exchange of Information 7 Section 4.4 Auditors and Audits; Financial Statements; Accounting Matters 9 Section 4.5 Confidentiality 12 Section 4.6 Privileged Matters 14 Section 4.7 Future Litigation and Other Proceedings 16 Section 4.8 Mail and other Communications 16 Section 4.9 Other Inter-Company Services Agreements 17 Section 4.10 Payment of Expenses 17 Section 5.1 Release of Claims 17 Section 5.2 Indemnification by Youdao 18 Section 5.3 Indemnification by NetEase 18 Section 5.4 Procedures for Defense, Settlement and Indemnification of the Third Party Claims 19 Section 5.5 Additional Matters 20 Section 5.6 Survival of Indemnities 21
Covenants and Other Matters. 8
4.1 Other Agreements and Instruments 8 4.2 Further Instruments 8
4.3 Agreement for Exchange of Information 9
4.4 Auditors and Audits; Financial Statements; Accounting Matters 11 4.5 Confidentiality 14 4.6 Privileged Matters 17 4.7 Future Litigation and Other Proceedings 19 4.8 Mail and other Communications 19 4.9 Certain Services to be Provided by E-House Research and Training Institute 19 4.10 Other Inter-Company Services Agreements 20 4.11 Payment of Expenses 20 5.1 Release of Claims 20 5.2 Indemnification by CRIC 21
5.3 Indemnification by E-House 22 5.4 Procedures for Defense, Settlement and Indemnification of the Third Party Claims 23 5.5 Additional Matters 24 5.6 Survival of Indemnities 25 6.1 Dispute Resolution 25 7.1 Consent of E-House 26 7.2 Limitation of Liability 26 7.3 Entire Agreement 26 7.4 Governing Law and Jurisdiction 26 7.5 Termination; Amendment 27 7.6 Notices 27 7.7 Counterparts 28 7.8 Binding Effect; Assignment 28 7.9 Severability 28 7.10 Failure or Indulgence not Waiver; Remedies Cumulative 28 7.11 Authority 28 7.12 Interpretation 28 7.13 Conflicting Agreements 29 7.14 Third Party Beneficiaries 29 This Master Transaction Agreement is dated as of July 27, 2009, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and CRIC Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CRIC”) (each of E-House and CRIC a “Party” and, together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
Covenants and Other Matters. Release of E-Z-EM from Credit Support Arrangements. Each party acknowledges that, to the best of its knowledge, E-Z-EM has not provided or issued, for the benefit of AngioDynamics, any guarantee, letter of credit, keepwell or support agreement or other credit support document, instrument or other similar arrangement (the "Credit Support Arrangements"), other than Credit Support Arrangements that have been released or waived, or terminate in accordance with their respective terms upon the completion of the Offering. In the event that the parties become aware of pre-Offering Credit Support Arrangements in the future, AngioDynamics (i) shall use all commercially reasonable efforts to cause the obligations of members of the E-Z-EM Group to be unconditionally released as of the Payment Date or as promptly as practicable thereafter, (ii) shall execute and deliver any and all such instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge by AngioDynamics of its obligations under this sentence, and (iii) shall not modify or renew, or amend the terms of any agreement, instrument or obligation underlying any of the Credit Support Arrangements in any manner that could increase, extend or give rise to liability of a member of the E-Z-EM Group under any such Credit Support Arrangements.
Covenants and Other Matters. Section 3.1. Release of Merck from Credit Support Arrangements.
(a) Medco shall use commercially reasonable efforts to cause the obligations of members of the Merck Group under each guarantee, letter of credit, keepwell or support agreement or other credit support document, instrument or other similar arrangement issued for the benefit of any Person in the Medco Group by or on behalf of Merck (the "Credit Support Arrangements") on or prior to the Distribution Date to be assumed by Medco, and for Merck to be unconditionally released therefrom as of the Distribution Date or as promptly as practicable thereafter, and shall execute and deliver any and all such instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge by Medco of its obligations under this sentence. Medco shall not modify or renew, or amend the terms of any agreement, instrument or obligation underlying any of the Credit Support Arrangements in any manner that could increase, extend or give rise to liability of a member of the Merck Group under any such Credit Support Arrangements. If any member of the Merck Group shall not have been fully released from its obligations under any Credit Support Arrangement as of the first day of any calendar month, within ten days after the completion of such calendar month, Medco shall notify Merck in writing of the amounts for which Merck could become liable under each such Credit Support Arrangements as of the last day of such calendar month. Such notice shall be accompanied by information and documentation (including such information and documentation requested by Merck) supporting the calculation of any amounts then outstanding (whether or not due and payable) for which Merck could become liable and shall describe the actions taken by Medco during such calendar quarter to seek a release of Merck's obligations under each Credit Support Arrangement. In addition, promptly (but in any event within two Business Days) after the occurrence of any default or other event as a result of which a third party may become entitled to seek or assert a claim against any member of the Merck Group under any Credit Support Arrangement (or receipt by any member of the Medco Group of any oral or written notice alleging the occurrence of any such default or event), Medco shall provide to Merck written notice setting forth in reasonable detail the circumstances of such default or event (or alleged default or event) ...
Covenants and Other Matters. Other Agreements 1
Covenants and Other Matters. Section 3.1 Existing Contractual Arrangements 6 Section 3.2 Other Agreements and Instruments 7 Section 3.3 Further Instruments 7 Section 3.4 Agreement on Exchange of Information 8 Section 3.5 Agreement on Share of Information and Data 10 Section 3.6 Auditors and Audits; Financial Statements; Accounting Matters 10 Section 3.7 Confidentiality 14 Section 3.8 Privileged Matters 16 Section 3.9 Future Litigation and Other Proceedings 17 Section 3.10 Mail and other Communications 18 Section 3.11 Other Inter-Company Services Agreements 18 Section 3.12 Payment of Expenses 18 Section 3.13 Employees 19 Section 3.15 Intercompany Loan 19 ARTICLE 4 MUTUAL RELEASES; INDEMNIFICATION
Covenants and Other Matters. 11 Section 5.1. Other Agreements............................................. 11 Section 5.2.
Covenants and Other Matters. Section 2.1 Government Approvals 6 Section 2.2 Company Board Matters 6 Section 2.3 Section 16 Matters 8 Section 2.4 Corporate Waiver 9
Covenants and Other Matters. Section 5.1. Other Agreements 8 Section 5.2. Actions Requiring Consent 8 Section 5.3. Indemnification 9 Section 5.4. Information Rights 9
