Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.
Appears in 65 contracts
Samples: Separation and Distribution Agreement (Resolute Holdings Management, Inc.), Separation and Distribution Agreement (Resolute Holdings Management, Inc.), Separation and Distribution Agreement (General Electric Co)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.
Appears in 22 contracts
Samples: Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation Agreement (Gold Resource Corp)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Separation, the Initial Public Offering and any Distribution or Other Disposition, as applicable, and shall remain in full force and effect.
Appears in 8 contracts
Samples: Separation Agreement (Kenvue Inc.), Separation Agreement (Johnson & Johnson), Separation Agreement (Kenvue Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Distribution and shall remain in full force and effect.
Appears in 7 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Cable One, Inc.), Employee Matters Agreement (Graham Holdings Co)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants and other agreements contained in this Agreement Agreement, and the Liabilities liability for the breach of any obligations in this Agreement contained herein or therein, shall survive the Spin-Off execution of this Agreement and shall remain in full force and effect.
Appears in 7 contracts
Samples: Stockholder’s and Registration Rights Agreement (Lumentum Holdings Inc.), Intellectual Property Matters Agreement (Lumentum Holdings Inc.), Intellectual Property Matters Agreement (Viavi Solutions Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Separation and shall remain in full force and effect.
Appears in 6 contracts
Samples: Intellectual Property Agreement (Kenvue Inc.), Intellectual Property Agreement (Johnson & Johnson), Intellectual Property Agreement (Kenvue Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants and other agreements contained in this Agreement Agreement, and the Liabilities liability for the breach of any obligations in this Agreement contained herein or therein, shall survive the Spin-Off term of this Agreement and shall remain in full force and effecteffect thereafter.
Appears in 5 contracts
Samples: Trademark License Agreement (Baxalta Inc), Trademark License Agreement (Baxalta Inc), Transitional Trademark License Agreement (AbbVie Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Separation and the Initial Public Offering, as applicable, and shall remain in full force and effect.
Appears in 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Asv Holdings, Inc.), Separation Agreement (Asv Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants covenants, representations and warranties contained in this Agreement Agreement, and the Liabilities liability for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off Transactions and shall remain in full force and effecteffect in accordance with their terms.
Appears in 4 contracts
Samples: Tax Matters Agreement (Technip Energies N.V.), Tax Matters Agreement (TechnipFMC PLC), Tax Matters Agreement (Technip Energies B.V.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants covenants, representations and warranties contained in this Agreement Agreement, and the Liabilities for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off Effective Time and shall remain in full force and effect.
Appears in 4 contracts
Samples: Asset Transfer and Dividend Distribution Agreement (Energy Alliance Technology Corp), Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants covenants, representations and warranties contained in this Agreement Agreement, and the Liabilities Liability for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off Effective Date and shall remain in full force and effecteffect thereafter.
Appears in 4 contracts
Samples: Transition Services Agreement (KAR Auction Services, Inc.), Transition Services Agreement (IAA Spinco Inc.), Transition Services Agreement (IAA Spinco Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Initial Public Offering and the Distribution, as applicable, and shall remain in full force and effect.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ashland LLC), Employee Matters Agreement (Valvoline Inc), Employee Matters Agreement (Valvoline Inc)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Closing and shall remain in full force and effect.
Appears in 3 contracts
Samples: Separation Agreement (Vista Outdoor Inc.), Separation Agreement (Revelyst, Inc.), Separation Agreement (Vista Outdoor Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants covenants, representations and warranties contained in this Agreement Agreement, and the Liabilities for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off Closing Date and shall remain in full force and effect.
Appears in 3 contracts
Samples: Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Separation, the Initial Public Offering and any Distribution, as applicable, and shall remain in full force and effect.
Appears in 3 contracts
Samples: Separation Agreement (Concentra Group Holdings Parent, Inc.), Separation Agreement (Select Medical Holdings Corp), Separation Agreement (Concentra Group Holdings Parent, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants in this Agreement covenants, representations and the Liabilities for the breach of any obligations warranties contained in this Agreement shall survive the Spin-Off and shall remain off in full force and effectaccordance with the terms hereof.
Appears in 2 contracts
Samples: Transition Services Agreement (IAC/InterActiveCorp), Transition Services Agreement (Vimeo, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants and other agreements contained in this Agreement Agreement, and the Liabilities Liability for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off date hereof and shall remain in full force and effecteffect thereafter.
Appears in 2 contracts
Samples: Information Technology Agreement (AbbVie Inc.), Information Technology Agreement (AbbVie Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.
Appears in 2 contracts
Samples: Intellectual Property Cross License Agreement (AOL Inc.), Intellectual Property Cross License Agreement (AOL Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive each of the SpinPre-Off Distribution Transactions and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Distribution Agreement (Orchard Supply Hardware Stores Corp), Distribution Agreement (Orchard Supply Hardware Stores Corp)
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off Out and shall remain in full force and effect.
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this Agreement, the covenants covenants, representations, and warranties contained in this Agreement Agreement, and the Liabilities for the breach of any obligations in this Agreement contained herein, shall survive the Spin-Off Effective Time and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation and Distribution Agreement (American Cannabis Company, Inc.)
