Certain Covenants and Additional Agreements Clause Samples
The "Certain Covenants and Additional Agreements" clause sets out specific promises and supplementary commitments that the parties agree to uphold during the term of the contract. This may include obligations such as maintaining confidentiality, complying with applicable laws, or refraining from certain actions that could harm the other party. By clearly outlining these ongoing duties and additional terms, the clause helps ensure both parties understand their responsibilities and reduces the risk of misunderstandings or breaches.
Certain Covenants and Additional Agreements. Section 7.1 Insurance Policies 34 Section 7.2 No Restrictions on Post-Distribution Competitive Activities; Corporate Opportunities 37 Section 7.3 Legal Names and Other Parties’ Trademarks 38 Section 7.4 Preferred Stock Sale 39
Certain Covenants and Additional Agreements. Section 7.1Insurance Matters 20 Section 7.2Tax Matters. 20 Section 7.3No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities 21
Certain Covenants and Additional Agreements. Section 7.1 Insurance Policies(a) .
(i) From and after the Distribution Time, the SpinCo Group and the SpinCo Business shall cease to be insured by the DevCo Group’s Insurance Policies. The DevCo Group shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the SpinCo Group. SpinCo and SpinCo OP shall be responsible for securing all Insurance Policies that it considers appropriate for the SpinCo Business and the operation thereof by the SpinCo Group. SpinCo and SpinCo OP agree to arrange for its own Insurance Policies with respect to the SpinCo Business and the SpinCo Group. SpinCo agrees, on behalf of itself and each member of the SpinCo Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to or under, any Insurance Policies of any member of the DevCo Group, except as permitted under Section 7.1(b)(i).
(ii) From and after the Distribution Time, the DevCo Group and the DevCo Business shall cease to be insured by the SpinCo Group’s Insurance Policies. The SpinCo Group shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the DevCo Group. DevCo and DevCo OP shall be responsible for securing all Insurance Policies that it considers appropriate for the DevCo Business and the operation thereof by the DevCo Group. DevCo and DevCo Op agree to arrange for its own Insurance Policies with respect to the DevCo Business and the DevCo Group. DevCo agrees, on behalf of itself and each member of the DevCo Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to or under, any Insurance Policies of any member of the SpinCo Group, except as permitted under Section 7.1(b)(ii).
(i) For any claim asserted against SpinCo or any SpinCo Subsidiary after the Distribution Time arising out of an occurrence taking place prior to the Distribution Time (“SpinCo Post-Closing Claims”), SpinCo and each SpinCo Subsidiary may access coverage un...
Certain Covenants and Additional Agreements