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 Miramar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the other 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 Miramar Valeritas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the other 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 Miramar Vesuvius Acquisition Corp., a Delaware corporation and wholly wholly-owned subsidiary of Seller (the “Merger Agreement”), and the other the Transaction Documentstransactions contemplated thereby.

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 Miramar Modigene Acquisition Corp.Corp, a Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the other the Transaction DocumentsSeller.

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 Miramar Akoustis Acquisition Corp.Corp, a Delaware corporation and wholly wholly-owned subsidiary of Seller (the “Merger Agreement”), and the other the Transaction 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 Miramar Content Checked Acquisition Corp., a Delaware Wyoming corporation and a wholly owned subsidiary of Seller (the “Merger Agreement”), and the other parties thereto, and the other the Transaction DocumentsDocumentation.

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 Miramar Acquisition Corp.Prime Time Split Corp, a Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the other 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 Miramar KY Acquisition Corp.Corp, a Delaware corporation and wholly owned subsidiary of Seller (the “Merger Agreement”), and the other the Transaction DocumentsSeller.