No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 28 contracts
Sources: Trademark License Agreement (Solstice Advanced Materials Inc.), Accelerator License Agreement (Solstice Advanced Materials Inc.), Intellectual Property Cross License Agreement (Solstice Advanced Materials Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).
Appears in 25 contracts
Sources: Separation and Distribution Agreement (Amrize LTD), Separation and Distribution Agreement (Amrize LTD), Separation and Distribution Agreement (Amrize LTD)
No Circumvention. The Parties agree Each Party agrees not to directly or indirectly take any actions, act in concert with any Person who takes an any action, or cause or allow any member of any such Party’s Group its Subsidiaries to take any actions (including the failure to take a 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
Sources: Tax Allocation Agreement (MasterBrand, Inc.), Tax Sharing Agreement (Lovarra), Tax Sharing Agreement (Logiq, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions Action (including the failure to take a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 21 contracts
Sources: Trademark Assignment and License Agreement (LSC Communications, Inc.), Software, Copyright and Trade Secret Assignment and License Agreement (LSC Communications, Inc.), Trademark Assignment and License Agreement (RR Donnelley & Sons Co)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VIII).
Appears in 13 contracts
Sources: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (PJT Partners Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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.
Appears in 13 contracts
Sources: Sourcing Services Agreement (SharkNinja, Inc.), Sourcing Services Agreement (SharkNinja, Inc.), Product Development Agreement (SharkNinja, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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
Sources: Tax Sharing Agreement, Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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
Sources: Tax Matters Agreement (Armstrong World Industries Inc), Tax Matters Agreement (Armstrong Flooring, Inc.), Tax Sharing Agreement (Igate Corp)
No Circumvention. The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions Action (including the failure to take a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).
Appears in 11 contracts
Sources: Transition Services Agreement (LSC Communications, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Articles VII and VIII).
Appears in 9 contracts
Sources: Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 8 contracts
Sources: Tax Matters Agreement (MiniMed Group, Inc.), Tax Matters Agreement (MiniMed Group, Inc.), Tax Matters Agreement (Amrize LTD)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment hereunder).
Appears in 7 contracts
Sources: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (Corteva, Inc.), Tax Matters Agreement (Corteva, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VI).
Appears in 7 contracts
Sources: Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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 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 7 contracts
Sources: Tax Matters Agreement (Covidien PLC), Tax Matters Agreement (Mallinckrodt PLC), Tax Matters Agreement (Mallinckrodt PLC)
No Circumvention. The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions Action (including the failure to take 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.
Appears in 6 contracts
Sources: Data Assignment and License Agreement (RR Donnelley & Sons Co), Data Assignment and License Agreement (RR Donnelley & Sons Co), Data Assignment and License Agreement (Donnelley Financial Solutions, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Section 1.17).
Appears in 6 contracts
Sources: Employee Matters Agreement (Corteva, Inc.), Employee Matters Agreement (Dow Inc.), Employee Matters Agreement (DowDuPont Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VI).
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Honeywell Aerospace Inc.), Separation and Distribution Agreement (Honeywell Aerospace Inc.), Separation and Distribution Agreement (FedEx Freight Holding Company, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Articles VI and VII).
Appears in 5 contracts
Sources: Distribution Agreement, Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Park Hotels & Resorts Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Articles VI and VIII).
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VII).
Appears in 5 contracts
Sources: Distribution Agreement (Vector Group LTD), Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member Subsidiary of any such Party’s Group Party to take any actions (including the failure to take 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 or any Ancillary Agreement.
Appears in 4 contracts
Sources: Stockholders Agreement (Hilton Worldwide Holdings Inc.), Stockholders Agreement (Hilton Grand Vacations Inc.), Stockholders Agreement (Hilton Grand Vacations Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group Affiliate to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Sections 6 and 7).
Appears in 4 contracts
Sources: Tax Matters Agreement (Spectra Energy Corp.), Tax Matters Agreement (Duke Energy CORP), Tax Matters Agreement (Spectra Energy Corp.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Section 4).
Appears in 4 contracts
Sources: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (International Flavors & Fragrances Inc), Tax Matters Agreement (DuPont De Nemours, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Section 6 and 7).
Appears in 4 contracts
Sources: 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. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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.
Appears in 4 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement (DOVER Corp), Employee Matters Agreement (WABCO Holdings Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to ARTICLE VII).
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to to, materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).
Appears in 4 contracts
Sources: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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).
Appears in 4 contracts
Sources: Transition Services Agreement (Honeywell Aerospace Inc.), Transition Services Agreement (Honeywell Aerospace LLC), Transition Services Agreement (Solstice Advanced Materials Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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 or any other Ancillary Agreement.
Appears in 3 contracts
Sources: Tax Matters Agreement (Hilton Worldwide Holdings Inc.), Tax Matters Agreement (Hilton Grand Vacations Inc.), Tax Matters Agreement (Park Hotels & Resorts Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 3 contracts
Sources: Tax Matters Agreement (Crane Co), Tax Matters Agreement (Crane NXT, Co.), Tax Matters Agreement (Crane Co)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take 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.
Appears in 3 contracts
Sources: Transitional Trademark License Agreement (Douglas Elliman Inc.), Transitional Trademark License Agreement (Douglas Elliman Inc.), Transitional Trademark License Agreement (Douglas Elliman Inc.)
No Circumvention. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 3 contracts
Sources: Benefits and Compensation Matters Agreement (ITT Corp), Benefits and Compensation Matters Agreement (Xylem Inc.), Benefits and Compensation Matters Agreement (Exelis Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 3 contracts
Sources: Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to ARTICLE V).
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Igate Corp)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) ), such that the resulting effect is to undermine materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 3 contracts
Sources: Tax Matters Agreement (CorePoint Lodging Inc.), Tax Matters Agreement (La Quinta Holdings Inc.), Tax Matters Agreement (CorePoint Lodging Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group Affiliate to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Sections 5 and 6).
Appears in 3 contracts
Sources: Tax Matters Agreement (Forestar Real Estate Group Inc.), Tax Matters Agreement (CIPAR Inc.), Tax Matters Agreement (Temple Inland Inc)
No Circumvention. The Parties agree not to No Party shall, directly or indirectly indirectly, take any actionsaction, act in concert with any Person who takes an any action, or cause or allow any member of any such Party’s Group Affiliates to take any actions action (including the failure to take a reasonable action) ), such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including all Schedules hereto).
Appears in 3 contracts
Sources: Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of either Party to successfully pursue indemnification or payment pursuant to Section 4).
Appears in 3 contracts
Sources: Tax Matters Agreement (Adeia Inc.), Tax Matters Agreement (Xperi Inc.), Tax Matters Agreement (Xperi Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actionsactions or cause, allow or act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take 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.
Appears in 2 contracts
Sources: Employee Matters Agreement (Mastech Holdings, Inc.), Employee Matters Agreement (Mastech Holdings, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s 's Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of either Party to successfully pursue indemnification or payment pursuant to Articles VI and VII).
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group Parties’ Affiliates to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including, without limitation, adversely affecting the rights or ability of Indemnitees to successfully pursue indemnification or payment pursuant to this Agreement).
Appears in 2 contracts
Sources: Indemnification Agreement (WABCO Holdings Inc.), Indemnification Agreement (WABCO Holdings Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actionsactions or cause, allow or act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Services Agreement or any Ancillary Agreement.
Appears in 2 contracts
Sources: Transition Services Agreement (Mastech Holdings, Inc.), Transition Services Agreement (Mastech Holdings, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue any indemnification or payment hereunder).
Appears in 2 contracts
Sources: Tax Matters Agreement (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VII and VIII).
Appears in 2 contracts
Sources: Separation and Distribution Agreement (DuPont De Nemours, Inc.), Separation and Distribution Agreement (Qnity Electronics, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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. [The remainder of this page is intentionally left blank.]
Appears in 2 contracts
Sources: Employee Matters Agreement (Knowles Corp), Employee Matters Agreement (Knowles Corp)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to ARTICLE VI).
Appears in 2 contracts
Sources: Separation and Distribution Agreement (WABCO Holdings Inc.), Separation and Distribution Agreement (American Standard Companies Inc)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions action (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this AgreementAgreement or any Transaction Document (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 2 contracts
Sources: Transition Services Agreement (Summit Materials, LLC), Support Services Agreement (Summit Materials, LLC)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.. (m)
Appears in 1 contract
No Circumvention. The Parties parties hereto agree not to directly or indirectly take any actions, act in concert with any Person person or entity who takes an action, or cause or allow any member of any such Party’s Group person or entity to take any actions (including the failure to take 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.
Appears in 1 contract
Sources: Resignation and Release Agreement (Next Technology Holding Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.of
Appears in 1 contract
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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 AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VII).
Appears in 1 contract
Sources: Separation and Distribution Agreement (SharkNinja, Inc.)
No Circumvention. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is would be reasonably expected to materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
Sources: Benefits and Compensation Matters Agreement (Xylem Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s 's Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person person or entity who takes an action, or cause or allow any member of any such Party’s Group person or entity to take any actions (including the failure to take 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.
Appears in 1 contract
Sources: Resignation Agreement (Hancock Jaffe Laboratories, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take 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 AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VI).
Appears in 1 contract
Sources: Separation and Distribution Agreement (SharkNinja, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s 's Group to take any actions (including the failure to take 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.
Appears in 1 contract
No Circumvention. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group Affiliate to take any actions (including the failure to take a reasonable action) ), such that the resulting effect is to undermine materially undermine the effectiveness of any of the provisions of this Agreement.
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Sources: Contribution Agreement (Griffin-American Healthcare REIT III, Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.
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