No Circumvention. Each Party agrees not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions (including the failure to take any reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 23 contracts
Samples: Tax Allocation Agreement (MasterBrand, Inc.), Tax Sharing Agreement (Lovarra), Tax Sharing Agreement (Logiq, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 22 contracts
Samples: Employee Matters Agreement (SharkNinja, Inc.), Employee Matters Agreement (NCR Atleos Corp), Employee Matters Agreement (NCR ATMCo, LLC)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 21 contracts
Samples: Separation and Distribution Agreement (Sunrise Realty Trust, Inc.), Separation and Distribution Agreement (Sunrise Realty Trust, Inc.), Separation and Distribution Agreement (NCR Atleos Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an Action (including the failure to take any a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 21 contracts
Samples: Trademark Assignment and License Agreement (RR Donnelley & Sons Co), Software, Copyright and Trade Secret Assignment and License Agreement (Donnelley Financial Solutions, Inc.), Trademark Assignment and License Agreement (LSC Communications, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VIII).
Appears in 13 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (PJT Partners Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine a breach or, in the effectiveness case where a Party acts in concert with any Person who takes such action, would be a breach of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 13 contracts
Samples: Sourcing Services Agreement (SharkNinja, Inc.), Brand License Agreement (SharkNinja, Inc.), Product Development Agreement (SharkNinja, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreements or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 12 contracts
Samples: Tax Sharing Agreement, Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 11 contracts
Samples: Tax Matters Agreement (Armstrong World Industries Inc), Tax Matters Agreement (Armstrong Flooring, Inc.), Tax Sharing Agreement (Mastech Holdings, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an Action (including the failure to take any a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 11 contracts
Samples: Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (LSC Communications, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticles VII and VIII).
Appears in 9 contracts
Samples: Separation and Distribution Agreement (Realogy Corp), Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Covidien Ltd.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball Electronics, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreementhereunder).
Appears in 7 contracts
Samples: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (Corteva, Inc.), Tax Matters Agreement (Corteva, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 1.17).
Appears in 6 contracts
Samples: Employee Matters Agreement (Corteva, Inc.), Employee Matters Agreement (Dow Inc.), Employee Matters Agreement (DowDuPont Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an action (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VII).
Appears in 5 contracts
Samples: Distribution Agreement (Vector Group LTD), Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VIII).
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VII).
Appears in 5 contracts
Samples: Distribution Agreement, Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Park Hotels & Resorts Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to this Agreement or Article V of the provisions of this Separation Agreement).
Appears in 4 contracts
Samples: Employee Matters Agreement (Glatfelter Corp), Employee Matters Agreement (Berry Global Group, Inc.), Employee Matters Agreement (At&t Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementARTICLE VI and ARTICLE VII).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Gas SpinCo, Inc.), Separation and Distribution Agreement (Spectra Energy Corp.), Separation and Distribution Agreement (Enexus Energy CORP)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementARTICLE VII).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any Subsidiary of its Subsidiaries such Party to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Distribution Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 4 contracts
Samples: Stockholders Agreement (Hilton Worldwide Holdings Inc.), Stockholders Agreement (Hilton Grand Vacations Inc.), Stockholders Agreement (Hilton Grand Vacations Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 4).
Appears in 4 contracts
Samples: Tax Matters Agreement (International Flavors & Fragrances Inc), Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (DuPont De Nemours, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes any an action, or cause or allow any of its Subsidiaries member Affiliate to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSections 6 and 7).
Appears in 4 contracts
Samples: Tax Matters Agreement (Duke Energy CORP), Tax Matters Agreement (Spectra Energy Corp.), Tax Matters Agreement (Spectra Energy Corp.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 6 and 7).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (DOVER Corp), Employee Matters Agreement (WABCO Holdings Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle V).
Appears in 3 contracts
Samples: Tax Matters Agreement (Crane Co), Tax Matters Agreement (Crane NXT, Co.), Tax Matters Agreement (Crane Co)
No Circumvention. Each No Party agrees not to shall, directly or indirectly indirectly, take any actionsaction, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries such Party’s Affiliates to take any actions action (including the failure to take any a reasonable action) ), such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreementall Schedules hereto).
Appears in 3 contracts
Samples: Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any either Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 4).
Appears in 3 contracts
Samples: Tax Matters Agreement (Xperi Inc.), Tax Matters Agreement (Adeia Inc.), Tax Matters Agreement (Xperi Inc.)
No Circumvention. Each Party agrees The parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes any an action, or cause or allow any of its Subsidiaries to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 3 contracts
Samples: Benefits and Compensation Matters Agreement (ITT Corp), Benefits and Compensation Matters Agreement (Exelis Inc.), Benefits and Compensation Matters Agreement (Xylem Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSection 5.2).
Appears in 3 contracts
Samples: Intellectual Property Matters Agreement (Crane Co), Intellectual Property Matters Agreement (Crane NXT, Co.), Intellectual Property Matters Agreement (Crane Co)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Distribution Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this other Ancillary Agreement).
Appears in 3 contracts
Samples: Tax Matters Agreement (Hilton Worldwide Holdings Inc.), Tax Matters Agreement (Hilton Grand Vacations Inc.), Tax Matters Agreement (Park Hotels & Resorts Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes any an action, or cause or allow any of its Subsidiaries member Affiliate to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSections 5 and 6).
Appears in 3 contracts
Samples: Tax Matters Agreement (Forestar Real Estate Group Inc.), Tax Matters Agreement (Temple Inland Inc), Tax Matters Agreement (CIPAR Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementARTICLE V).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Igate Corp), Separation and Distribution Agreement (Mastech Holdings, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) ), such that the resulting effect is to undermine materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 3 contracts
Samples: Tax Matters Agreement (CorePoint Lodging Inc.), Tax Matters Agreement (La Quinta Holdings Inc.), Tax Matters Agreement (CorePoint Lodging Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSection 6.3).
Appears in 3 contracts
Samples: Transition Services Agreement (Crane NXT, Co.), Transition Services Agreement (Crane Co), Transition Services Agreement (Crane Co)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle V).
Appears in 2 contracts
Samples: Tax Matters Agreement (NCR Atleos Corp), Tax Matters Agreement (NCR ATMCo, LLC)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsactions or cause, allow or act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an action (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Services Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 2 contracts
Samples: Transition Services Agreement (Mastech Holdings, Inc.), Transition Services Agreement (Mastech Holdings, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any either Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VII).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions Ancillary Agreement. [The remainder of this Agreement)page is intentionally left blank.]
Appears in 2 contracts
Samples: Employee Matters Agreement (Knowles Corp), Employee Matters Agreement (Knowles Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue any indemnification or payment pursuant to the provisions of this Agreementhereunder).
Appears in 2 contracts
Samples: Tax Matters Agreement (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any of its Subsidiaries such Parties’ Affiliates to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including including, without limitation, adversely affecting the rights or ability of any Party Indemnitees to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 2 contracts
Samples: Indemnification Agreement (WABCO Holdings Inc.), Indemnification Agreement (WABCO Holdings Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an action (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Transaction Document (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle V).
Appears in 2 contracts
Samples: Support Services Agreement (Summit Materials, LLC), Transition Services Agreement (Summit Materials, LLC)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).of
Appears in 1 contract
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 1 contract
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 1 contract
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries such Party's Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 1 contract
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine a breach or, in the effectiveness case where a Party acts in concert with any Person who takes such action, would be a breach of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticle VII).
Appears in 1 contract
Samples: Separation and Distribution Agreement (SharkNinja, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party's Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 1 contract
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person person or entity who takes any an action, or cause or allow any of its Subsidiaries person or entity to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any intent and purpose of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 1 contract
Samples: Resignation Agreement (Hancock Jaffe Laboratories, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine a breach or, in the effectiveness case where a Party acts in concert with any Person who takes such action, would be a breach of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 1 contract
Samples: Separation and Distribution Agreement (SharkNinja, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to this Agreement or Article VII of the provisions of this Separation Agreement).
Appears in 1 contract
Samples: Employee Matters Agreement (DuPont De Nemours, Inc.)
