Examples of Kellanova Group in a sentence
Kellanova will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Kellanova Group.
WKKC shall not make, and shall not permit any other member of the WKKC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Kellanova or any other member of the Kellanova Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).
To the extent permissible under applicable Law, Kellanova hereby waives compliance by each and every member of the WKKC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Kellanova Assets to any member of the Kellanova Group.
To the extent permissible under applicable Law, WKKC hereby waives compliance by each and every member of the Kellanova Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the WKKC Assets to any member of the WKKC Group.
No member of the WKKC Group or the Kellanova Group shall have any continuing rights or obligations to any member of the other Group under any such agreement.
Xxxxxxxxx shall not make, and shall not permit any other member of the Kellanova Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against WKKC or any other member of the WKKC Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
Notwithstanding anything to the foregoing, Xxxxxxxxx shall not be deemed to have released any claim, defense, fact or circumstance, which Xxxxxxxxx determines after the Effective Time is necessary or desirable to defend against any Action brought by any director, officer, employee, contractor, or agent or to prosecute any claim or Action against any director officer, employee, contractor or agent relating to the work such individual performed for the Kellanova Group prior to the Effective Time.
Xxxxxxxxx, on behalf of itself and all other members of the Kellanova Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Kellanova, any member of the Kellanova Group, or the Kellanova Business.
At any time after the Distribution Date when the Kellanova Group proposes to destroy any Tax Records, Xxxxxxxxx shall first notify WKKC in writing, and the WKKC Group shall be entitled to receive such records or documents proposed to be destroyed.
Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Kellanova Group and any member of the WKKC Group shall be terminated with respect to the WKKC Group as of the Distribution Date.