Common use of No Circumvention Clause in Contracts

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or 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, contribution or payment pursuant to Article VI).

Appears in 4 contracts

Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)

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No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, materially undermine the effectiveness of any of the provisions of this Agreement Agreement, the Separation Agreement, or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution contribution, or payment pursuant to Article VIVI of the Separation Agreement).

Appears in 4 contracts

Samples: Employee Matters Agreement (Apergy Corp), Employee Matters Agreement (Apergy Corp), Employee Matters Agreement (Apergy Corp)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VIARTICLE VI and ARTICLE VII).

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Gas SpinCo, Inc.), Separation and Distribution Agreement (Duke Energy CORP), Separation and Distribution Agreement (Enexus Energy CORP)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution indemnification or payment pursuant to this Agreement or Article VIV of the Separation Agreement).

Appears in 4 contracts

Samples: Employee Matters Agreement (Discovery, Inc.), Employee Matters Agreement (Berry Global Group, Inc.), Employee Matters Agreement (At&t Inc.)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VI).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Crane NXT, Co.), Separation and Distribution Agreement (Crane Co), Separation and Distribution Agreement (Crane Co)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Affiliated Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, to materially undermine the effectiveness of any of the provisions of this Agreement, any Ancillary Agreement or any Ancillary Continuing Agreement (including adversely affecting the rights or ability of any either Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).

Appears in 3 contracts

Samples: Separation Agreement (Orbitz Worldwide, Inc.), Separation Agreement (Orbitz Worldwide, Inc.), Separation Agreement (Travelport LTD)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s 's Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VI).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article ARTICLE VI).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (WABCO Holdings Inc.), Separation and Distribution Agreement (American Standard Companies Inc)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VIunder this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement).

Appears in 2 contracts

Samples: Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.), Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.)

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No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VIArticles VI and VII).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Wyndham Destinations, Inc.), Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.)

No Circumvention. The Parties agree not to directly or indirectly indirectly, intentionally and/or in bad faith, take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution or payment pursuant to Article VIARTICLE VI and ARTICLE VII).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Questar Corp)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is toa breach or, materially undermine 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 or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution indemnification or payment pursuant to Article VIVII).

Appears in 1 contract

Samples: Separation and Distribution Agreement (SharkNinja, Inc.)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is toa breach or, materially undermine 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 or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution indemnification or payment pursuant to Article VI).. Section 10.13

Appears in 1 contract

Samples: Separation and Distribution Agreement (SharkNinja, Inc.)

No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) intended to, or such that the resulting effect is to, 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, contribution indemnification or payment pursuant to this Agreement or Article VIVII of the Separation Agreement).

Appears in 1 contract

Samples: Employee Matters Agreement (DuPont De Nemours, Inc.)

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