Covenants and Other Matters. 7 Section 4.1
Covenants and Other Matters. 16 Section 4.1
Covenants and Other Matters. Section 4.1 Other Agreements and Instruments 7 Section 4.2 Further Instruments 7 Section 4.3 Agreement on Exchange of Information 8 Section 4.4 Auditors and Audits; Financial Statements; Accounting Matters 10 Section 4.5 Confidentiality 10 Section 4.6 Privileged Matters 12 Section 4.7 Future Litigation and Other Proceedings 14 Section 4.8 Mail and other Communications 14 Section 4.9 Other Inter-Company Services Agreements 14 Section 4.10 Payment of Expenses 15 ARTICLE 5 MUTUAL RELEASES; INDEMNIFICATION Section 5.1 Release of Claims 15 Section 5.2 Indemnification by Jimu 15 Section 5.3 Indemnification by Pintec 16 Section 5.4 Procedures for Defense, Settlement and Indemnification of the Third Party Claims 17 Section 5.5 Additional Matters 18 Section 5.6 Survival of Indemnities 19
Covenants and Other Matters. Section 3.1. Release of Merck from Credit Support Arrangements. (a) Medco shall use commercially reasonable efforts to cause the obligations of members of the Merck Group under each guarantee, letter of credit, keepwell or support agreement or other credit support document, instrument or other similar arrangement issued for the benefit of any Person in the Medco Group by or on behalf of Merck (the "Credit Support Arrangements") on or prior to the Distribution Date to be assumed by Medco, and for Merck to be unconditionally released therefrom as of the Distribution Date or as promptly as practicable thereafter, and shall execute and deliver any and all such instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge by Medco of its obligations under this sentence. Medco shall not modify or renew, or amend the terms of any agreement, instrument or obligation underlying any of the Credit Support Arrangements in any manner that could increase, extend or give rise to liability of a member of the Merck Group under any such Credit Support Arrangements. If any member of the Merck Group shall not have been fully released from its obligations under any Credit Support Arrangement as of the first day of any calendar month, within ten days after the completion of such calendar month, Medco shall notify Merck in writing of the amounts for which Merck could become liable under each such Credit Support Arrangements as of the last day of such calendar month. Such notice shall be accompanied by information and documentation (including such information and documentation requested by Merck) supporting the calculation of any amounts then outstanding (whether or not due and payable) for which Merck could become liable and shall describe the actions taken by Medco during such calendar quarter to seek a release of Merck's obligations under each Credit Support Arrangement. In addition, promptly (but in any event within two Business Days) after the occurrence of any default or other event as a result of which a third party may become entitled to seek or assert a claim against any member of the Merck Group under any Credit Support Arrangement (or receipt by any member of the Medco Group of any oral or written notice alleging the occurrence of any such default or event), Medco shall provide to Merck written notice setting forth in reasonable detail the circumstances of such default or event (or alleged default or event) ...
Covenants and Other Matters. 5 Section 3.1 Other Agreements 5 Section 3.2 Consent of Holders of Class B Common Stock 5 Section 3.3 Agreement for Exchange of Information 7 Section 3.4 Auditors and Audits; Financial Statements; Accounting Matters 9 Section 3.5 Confidentiality 13 Section 3.6 Privileged Matters 15 Section 3.7 Cooperation in Future Litigation and Other Proceedings 16 Section 3.8 Mail and Other Communications 16 Section 3.9 Dispute Resolution 17 Section 3.10 Governmental Approvals 18 Section 3.11 Compliance and Other Policies 18 Section 3.12 Termination of Intercompany Agreements 21 Section 3.13 Guaranties 22 Section 3.14 Tax-Free Distribution 22 ARTICLE IV Mutual releases; indemnification 23 Section 4.1 Release of Pre-IPO Date Claims 23 Section 4.2 Indemnification by Qualtrics 24 Section 4.3 Indemnification by SAP 24 Section 4.4 Ancillary Agreement Liabilities 25 Section 4.5 Reductions for Insurance Proceeds and other Recoveries 25 Section 4.6 Procedures for Defense, Settlement and Indemnification of the Third Party Claims 27 Section 4.7 Additional Matters 28 Section 4.8 Survival of Indemnities 29 i ARTICLE V MISCELLANEOUS 29 Section 5.1 Consent 29 Section 5.2 Limitation of Liability 30 Section 5.3 Entire Agreement 30 Section 5.4 Governing Law and Jurisdiction 30 Section 5.5 Consent to Jurisdiction 30 Section 5.6 Waiver of Jury Trial 30 Section 5.7 Termination; Amendment 31 Section 5.8 Notices 31 Section 5.9 Counterparts 32 Section 5.10 Binding Effect; Assignment 32 Section 5.11 Severability 32 Section 5.12 Failure or Indulgence not Waiver; Remedies Cumulative 33 Section 5.13 Authority 33 Section 5.14 Interpretation 33 Section 5.15 Conflicting Agreements 33 Section 5.16 Third Party Beneficiaries 33 Section 5.17 Publicity 34 Section 5.18 Specific Performance 34 ARTICLE VI DEFINITIONS 34 Section 6.1 Defined Terms 34 MASTER TRANSACTION AGREEMENT This Master Transaction Agreement is dated as of the [__] day of [__], 202[_], between SAP SE, a European Company (Societas Europaea), registered in accordance with the corporate laws of Germany and the European Union (“SAP”), and Qualtrics International Inc., a Delaware corporation (“Qualtrics”, with each of SAP and Qualtrics a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE VI hereof.
Covenants and Other Matters. Section 1.1 Other Agreements 1
Covenants and Other Matters. 3.1 Release of E-Z-EM from Credit Support Arrangements. Each party acknowledges that, to the best of its knowledge, E-Z-EM has not provided or issued, for the benefit of AngioDynamics, any guarantee, letter of credit, keepwell or support agreement or other credit support document, instrument or other similar arrangement (the "Credit Support Arrangements"), other than Credit Support Arrangements that have been released or waived, or terminate in accordance with their respective terms upon the completion of the Offering. In the event that the parties become aware of pre-Offering Credit Support Arrangements in the future, AngioDynamics (i) shall use all commercially reasonable efforts to cause the obligations of members of the E-Z-EM Group to be unconditionally released as of the Payment Date or as promptly as practicable thereafter, (ii) shall execute and deliver any and all such instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge by AngioDynamics of its obligations under this sentence, and (iii) shall not modify or renew, or amend the terms of any agreement, instrument or obligation underlying any of the Credit Support Arrangements in any manner that could increase, extend or give rise to liability of a member of the E-Z-EM Group under any such Credit Support Arrangements.
Covenants and Other Matters. Section 5.1.
Covenants and Other Matters. 11 Section 5.1. Other Agreements............................................. 11 Section 5.2.
Covenants and Other Matters. Section 3.1 Existing Contractual Arrangements 6 Section 3.2 Other Agreements and Instruments 7 Section 3.3 Further Instruments 7 Section 3.4 Agreement on Exchange of Information 8 Section 3.5 Agreement on Share of Information and Data 10 Section 3.6 Auditors and Audits; Financial Statements; Accounting Matters 10 Section 3.7 Confidentiality 14 Section 3.8 Privileged Matters 16 Section 3.9 Future Litigation and Other Proceedings 17 Section 3.10 Mail and other Communications 18 Section 3.11 Other Inter-Company Services Agreements 18 Section 3.12 Payment of Expenses 18 Section 3.13 Employees 19 Section 3.15 Intercompany Loan 19 ARTICLE 4 MUTUAL RELEASES; INDEMNIFICATION
