Common use of Nothing contained in Section 6 Clause in Contracts

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person from: (i) any Liability assumed, transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco Liability; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand; (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group who was a director, officer or employee of SPX or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liability, as between Infrastructurco and Flowco, Flowco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, Group to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person from: (i) any Liability assumed, transferred assumed or Transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or as contemplated by this Agreement or any Ancillary Agreement including (A) with respect to InfrastructurcoDover, any Infrastructurco Liability, Dover Liability and (B) with respect to FlowcoApergy, any Flowco Apergy Liability; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand; (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims Actions brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; (iv) any Liability with respect to any Continuing Arrangements or any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Dover Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group Apergy who was a director, officer or employee of SPX Dover or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco an Apergy Liability, as between Infrastructurco and Flowco, Flowco Apergy shall be responsible indemnify Dover for such Liability in accordance with (including Dover’s costs to indemnify the provisions set forth in this Article VI and if the underlying circumstances director, officer or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability employee) in accordance with the provisions set forth in this Article VI.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, Group to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person from: (i) any Liability assumed, transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to InfrastructurcoDover, any Infrastructurco Liability, Dover Liability and (B) with respect to FlowcoXxxxxxx, any Flowco Xxxxxxx Liability; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand; (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; (iv) any Liability with respect to any Continuing Arrangements or any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b2.5(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Dover Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group Xxxxxxx who was a director, officer or employee of SPX Dover or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Xxxxxxx Liability, as between Infrastructurco and Flowco, Flowco Xxxxxxx shall be responsible indemnify Dover for such Liability in accordance with (including Dover’s costs to indemnify the provisions set forth in this Article VI and if the underlying circumstances director, officer or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability employee) in accordance with the provisions set forth in this Article VI.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, Group to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person person from: (i) any Liability assumed, transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to InfrastructurcoASD, any Infrastructurco Liability, Remainco Liability and (B) with respect to FlowcoWABCO, any Flowco VCS Liability; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand; (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of otherwise for claims brought against the Parties (or members of their respective Groups) by any Third Partya third-party, which Liability shall be governed by the provisions of this Article ARTICLE VI and, if applicable, the appropriate provisions of the Ancillary Agreements; (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such LiabilityContinuing Arrangements. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group ASD from honoring its existing obligations to indemnify indemnifying any director, officer or employee of the Infrastructurco Group or Flowco Group WABCO who was a director, officer or employee of SPX ASD or any of its Affiliates at on or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; , it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco VCS Liability, as between Infrastructurco and Flowco, Flowco WABCO shall be responsible indemnify ASD for such Liability (including ASD’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article ARTICLE VI.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Partyeither Party and, and as applicable, a member of the such Party’s Group, or Buyer or its Affiliates, to enforce this Agreement, the Merger Agreement any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement, the Merger Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any Person from: (i) any Liability assumedAssumed, transferred by, or assigned Transferred or allocated to, to a Party or a member of such Party’s Group pursuant to or contemplated by by, or any other Liability of any member of such Group under, this Agreement, the Merger Agreement or any Ancillary Agreement including (A) with respect to InfrastructurcoLQ Parent, any Infrastructurco Liability, LQ Parent Retained Liability and (B) with respect to FlowcoCPLG, any Flowco Separated Real Estate Liability; (ii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group or its Affiliates at the request or on behalf of a member of the other Group; (iii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and the other Party (and/or a member of such other Party’s Group), on the other hand; (iiiiv) any Liability with respect to any Continuing Arrangements set forth on Schedule 1.1(16); and (v) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, the Merger Agreement, any Ancillary Agreement or any Ancillary Agreement, including in respect of Continuing Arrangement or otherwise for claims brought against the Parties (or members of their respective Groups) by any Third Partyother Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article VI and, if applicable, the appropriate provisions of the Merger Agreement, Ancillary Agreements; (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action Agreements or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such LiabilityContinuing Arrangements. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group LQ Parent from honoring its existing obligations to indemnify indemnifying any director, officer or employee of the Infrastructurco Group or Flowco Group CPLG who was a director, officer or employee of SPX LQ Parent or any of its Affiliates at or prior to the Effective TimeTime or the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations then existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liability, as between Infrastructurco and Flowco, Flowco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VIobligations.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Partythe Company, and as applicable, a member of the Party’s Group, Joint Venture Group to enforce this Agreement, any Ancillary Agreement its rights under the Separation Agreement, or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary the Separation Agreement to continue in effect after the Effective TimeDistribution Date. In addition, nothing contained in Section 6.1(a) shall release any Person from: (i) any Liability assumed, transferred by, or assigned or allocated to, a Party or Beneficiary, a member of such Party’s the Beneficiary Group or the Joint Venture Group pursuant to or contemplated by this Agreement, the Separation Agreement and any agreement, arrangement, commitment or understanding contemplated by this Agreement or any Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco Liabilitythe Separation Agreement; (ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Distribution Date; (iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a cost basis for work done by a member of one Group at the request or on behalf of a member of any other Group; (iv) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time Distribution Date between one any Party (and/or a member of such Party’s Group), on the one hand, and the other Party or Parties (and/or a member of such Party’s Group), on the other hand; (iiiv) any Liability transferred to a Beneficiary or a member of such Beneficiary Group pursuant to Article VI of the Separation Agreement; or (vi) any Liability that the Parties may have with respect to indemnification or contribution pursuant to the Separation Agreement or this Agreement or any Ancillary Agreement, including in respect of otherwise for claims brought against a Party or a member of such Party’s Group by a third party that are the Parties (subject of an indemnity under the Separation Agreement, this Agreement or members of their respective Groups) by any Third Partyan Ancillary Agreement, which Liability shall be governed by the provisions of this Article ARTICLE VI and, if applicable, the appropriate provisions of the Separation Agreement or an Ancillary Agreements; (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability. In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group who was a director, officer or employee of SPX or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liability, as between Infrastructurco and Flowco, Flowco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VIAgreement.

Nothing contained in Section 6. 1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, Person identified in Section 6.1(a) to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective TimeAgreement. In addition, nothing Nothing contained in Section 6.1(a) shall release or discharge any Person from: (i) any Liability assumed, transferred bytransferred, assigned, retained or allocated to that Person in accordance with, or assigned or allocated toany other Liability of that Person under, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any of the Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco LiabilityAgreements; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand; (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to expressly specified in this Agreement or any Ancillary AgreementAgreement to continue after the Effective Time, including but subject to any limitation set forth in respect of claims brought against the Parties (this Agreement or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;Agreement relating specifically to such Liability; or (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (viii) any Liability the release of which would result in a the release of any Person other than a member of the Persons released in Section 6.1(a)Real Estate Group or the Transportation Group or any related Released Party; provided provided, however, that the Parties hereto agree not to bring any Action or permit any other member of allow their respective Group Subsidiaries to bring suit against the other Party or any Action against a Person released in Section 6.1(a) related Released Party with respect to any such Liability. In addition, nothing contained in Section 6.1(a) shall release any Party or any member of the Infrastructurco Group or Flowco its Group from honoring its existing obligations to indemnify indemnify, or advance expenses to, any director, officer or employee of the Infrastructurco Group or Flowco Group Person who was a director, officer or employee of SPX such Party or any member of its Affiliates Group, at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she Person was entitled to such indemnification or advancement of expenses pursuant to obligations then-existing prior obligations; provided, however, that to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liabilityextent applicable, as between Infrastructurco Sections 6.2 and Flowco, Flowco 6.3 hereof shall determine whether any Party shall be responsible for required to indemnify the other or a member of its Group in respect of such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI.

Nothing contained in Section 6. 1(a01(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, Person identified in Section 6.01(a) to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective TimeAgreement. In addition, nothing Nothing contained in Section 6.1(a6.01(a) shall release or discharge any Person from: (i) any Liability assumed, transferred bytransferred, assigned, retained or allocated to that Person in accordance with, or assigned or allocated toany other Liability of that Person under, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any of the Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco LiabilityAgreements; (ii) any Liability provided in or resulting from any other Contract or understanding that is entered into expressly specified in this Agreement (including Section 2.05 and Section 2.06) or any Ancillary Agreement to continue after the Effective Time between one Party Distribution Time, but subject to any limitation set forth in this Agreement (and/or a member of including Section 2.05 and Section 2.06) or any Ancillary Agreement relating specifically to such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;Liability; or (iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; (iv) any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and (v) any Liability the release of which would result in a the release of any Person Person, other than a member of the Persons released in Section 6.1(a)Masco Group or any related Released Party; provided provided, however, that the Parties parties hereto agree not to bring any Action or permit any other member of allow their respective Group Subsidiaries to bring suit against the other party or any Action against a Person released in Section 6.1(a) related Released Party with respect to any such Liability. In addition, nothing contained in Section 6.1(a6.01(a) shall release any party or any member of the Infrastructurco Group or Flowco its Group from honoring its existing obligations to indemnify indemnify, or advance expenses to, any director, officer or employee of the Infrastructurco Group or Flowco Group Person who was a director, officer or employee of SPX such party or any member of its Affiliates Group, at or prior to the Effective Distribution Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she Person was entitled to such indemnification or advancement of expenses pursuant to obligations then-existing prior obligations; provided, however, that to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liabilityextent applicable, as between Infrastructurco and Flowco, Flowco Section 6.02 hereof shall determine whether any party shall be responsible for required to indemnify the other or a member of its Group in respect of such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI.