No Cross-Claims or Third-Party Claims. Each of RemainCo and SpinCo agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any member of the SpinCo Group or RemainCo Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article VI.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Archrock, Inc.), Separation and Distribution Agreement (Exterran Corp), Separation and Distribution Agreement (Exterran Corp)
No Cross-Claims or Third-Party Claims. Each of RemainCo TFMC and SpinCo TEN agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any member of the SpinCo TFMC Group or RemainCo TEN Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article VI.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Technip Energies N.V.), Separation and Distribution Agreement (Technip Energies B.V.), Separation and Distribution Agreement (TechnipFMC PLC)
No Cross-Claims or Third-Party Claims. Each of RemainCo SpinCo and SpinCo NOV agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any member of the SpinCo NOV Group or RemainCo SpinCo Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article VIIV.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (NOW Inc.), Separation and Distribution Agreement (NOW Inc.)
