No Circumvention. Each Party agrees not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions (including the failure to take any reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 23 contracts
Samples: Tax Allocation Agreement (Fortune Brands Home & Security LLC), Tax Sharing Agreement (Taronis Fuels, Inc.), Stockholders’ Agreement (Hyster Yale Materials Handling Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 21 contracts
Samples: Employee Matters Agreement (Wyndham Hotels & Resorts, Inc.), Employee Matters Agreement (SharkNinja, Inc.), Employee Matters Agreement (Pennant Group, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an Action (including the failure to take any a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 21 contracts
Samples: Trademark Assignment and License Agreement (RR Donnelley & Sons Co), Software, Copyright and Trade Secret Assignment and License (LSC Communications, Inc.), Trade Secret License Agreement (LSC Communications, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 19 contracts
Samples: Separation and Distribution Agreement (Riviera Resources, LLC), Separation and Distribution Agreement (Riviera Resources, Inc.), Separation and Distribution Agreement (Safe & Green Development Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VIII).
Appears in 13 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT Corp), Separation and Distribution Agreement (ADT Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine a breach or, in the effectiveness case where a Party acts in concert with any Person who takes such action, would be a breach of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 12 contracts
Samples: Sourcing Services Agreement – Js Global (SharkNinja, Inc.), Product Development Agreement (SharkNinja, Inc.), Sourcing Services Agreement – Joyoung
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 11 contracts
Samples: Tax Sharing Agreement (Covidien Ltd.), Tax Sharing Agreement (Tyco Electronics Ltd.), Tax Matters Agreement (Armstrong World Industries Inc)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreements or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 11 contracts
Samples: Tax Sharing Agreement (ADT Corp), Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an Action (including the failure to take any a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 11 contracts
Samples: Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (Donnelley Financial Solutions, Inc.), Transition Services Agreement (RR Donnelley & Sons Co)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticles VII and VIII).
Appears in 9 contracts
Samples: Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Covidien Ltd.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 7 contracts
Samples: Tax Matters Agreement (Covidien PLC), Tax Matters Agreement (Mallinckrodt PLC), Tax Matters Agreement (Mallinckrodt PLC)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball Electronics, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreementhereunder).
Appears in 7 contracts
Samples: Tax Matters Agreement (Dow Inc.), Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (Corteva, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 1.17).
Appears in 6 contracts
Samples: Employee Matters Agreement (Dow Inc.), Employee Matters Agreement (Corteva, Inc.), Employee Matters Agreement (Dow Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actionsActions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an Action (including the failure to take any a reasonable actionAction) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 6 contracts
Samples: Data Assignment and License Agreement (LSC Communications, Inc.), Data Assignment and License Agreement (LSC Communications, Inc.), Data Assignment and License Agreement (Donnelley Financial Solutions, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an action (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VI).
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries to take any actions an action (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle VII).
Appears in 5 contracts
Samples: Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes any an action, or cause or allow any of its Subsidiaries member Affiliate to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSections 6 and 7).
Appears in 4 contracts
Samples: Tax Matters Agreement (Duke Energy CORP), Tax Matters Agreement (Spectra Energy Corp.), Tax Matters Agreement (Gas SpinCo, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 6 and 7).
Appears in 4 contracts
Samples: Master Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Sra International, Inc.), Agreement and Plan of Merger (Computer Sciences Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementARTICLE VII).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Oneok Inc /New/)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VII).
Appears in 4 contracts
Samples: Distribution Agreement (SAIC Gemini, Inc.), Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Leidos, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any Subsidiary of its Subsidiaries such Party to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Distribution Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Ancillary Agreement).
Appears in 4 contracts
Samples: Stockholders Agreement (Hilton Grand Vacations Inc.), Stockholders Agreement (Hilton Grand Vacations Inc.), Stockholders Agreement (Hilton Worldwide Holdings Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 4).
Appears in 4 contracts
Samples: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (International Flavors & Fragrances Inc), Tax Matters Agreement (DuPont De Nemours, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSection 5.2).
Appears in 3 contracts
Samples: Intellectual Property Matters Agreement (Crane NXT, Co.), Intellectual Property Matters Agreement (Crane Co), Intellectual Property Matters Agreement (Crane Co)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any either Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementSection 4).
Appears in 3 contracts
Samples: Tax Matters Agreement (Xperi Inc.), Tax Matters Agreement (Xperi Inc.), Tax Matters Agreement (Adeia Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VIII).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementARTICLE V).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Igate Corp)
No Circumvention. Each No Party agrees not to shall, directly or indirectly indirectly, take any actionsaction, act in concert with any Person who takes any action, or cause or allow any of its Subsidiaries such Party’s Affiliates to take any actions action (including the failure to take any a reasonable action) ), such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreementall Schedules hereto).
Appears in 3 contracts
Samples: Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.), Master License Agreement (Orbitz Worldwide, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle V).
Appears in 3 contracts
Samples: Tax Matters Agreement (Crane Co), Tax Matters Agreement (Crane NXT, Co.), Tax Matters Agreement (Crane Co)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any action, an action or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementSection 6.3).
Appears in 3 contracts
Samples: Transition Services Agreement (Crane Co), Transition Services Agreement (Crane Co), Transition Services Agreement (Crane NXT, Co.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions Ancillary Agreement. [The remainder of this Agreement)page is intentionally left blank.]
Appears in 2 contracts
Samples: Employee Matters Agreement (Knowles Corp), Employee Matters Agreement (Knowles Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification indemnification, contribution or payment pursuant to the provisions of this AgreementArticle V).
Appears in 2 contracts
Samples: Tax Matters Agreement (NCR ATMCo, LLC), Tax Matters Agreement (NCR Corp)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any of its Subsidiaries such Parties’ Affiliates to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including including, without limitation, adversely affecting the rights or ability of any Party Indemnitees to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 2 contracts
Samples: Indemnification and Cooperation Agreement (WABCO Holdings Inc.), Form of Indemnification and Cooperation Agreement (WABCO Holdings Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any either Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VII).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue any indemnification or payment pursuant to the provisions of this Agreementhereunder).
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (Post Holdings, Inc.), Tax Matters Agreement (BellRing Distribution, LLC)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this AgreementArticles VI and VIII).. 202
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Dow Inc.), Separation and Distribution Agreement (Corteva, Inc.)
No Circumvention. Each Party agrees The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes any an action, or cause or allow any member of its Subsidiaries any such Party’s Group to take any actions (including the failure to take any a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).
Appears in 1 contract
