Common use of Additional Covenants and Agreements Clause in Contracts

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Acquisition Corp., a wholly-owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated thereby.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Miramar Acquisition Corp., a wholly-Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebyother the Transaction Documents.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Valeritas Acquisition Corp., a wholly-Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebyother the Transaction Documents.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary Leaseco and Buyer, on the one hand, and SellerSeller and KY USA, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCoKY USA, and Vesuvius KY Acquisition Corp.Corp, a wholly-Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebySeller.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary LLC and each Buyer, on the one hand, and SellerSeller and Modigene, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement of Merger and Plan of Merger and Reorganization among Seller, PrivateCoModigene, and Vesuvius Modigene Acquisition Corp.Corp, a wholly-Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebySeller.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and BuyerBuyers, on the one hand, and SellerSeller and PrivateCo, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, PrivateCo and Vesuvius Acquisition Corp.Prime Time Split Corp, a wholly-Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebyother the Transaction Documents.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Akoustis Acquisition Corp.Corp, a wholly-owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebyTransaction Documents.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and the Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Content Checked Acquisition Corp., a wholly-Wyoming corporation and a wholly owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated therebyother parties thereto, and the other the Transaction Documentation.

Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. (b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement. (c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following: (i) the Split-Off Agreement; and (ii) the Shares Exchange Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, PrivateCo and Vesuvius Acquisition Corp., a wholly-owned subsidiary of Seller PrivateCo equity holders (the “Merger Share Exchange Agreement”), and the transactions contemplated therebyrelated documents and agreements.