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), such that the resulting effect is to undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (La Quinta Holdings Inc.), Tax Matters Agreement (CorePoint Lodging Inc.), Tax Matters Agreement (CorePoint Lodging 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this AgreementAgreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 3 contracts
Samples: Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.), Transition Services Agreement (Douglas Elliman Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person person who takes an action, or cause or allow any member of any such Party’s Group Affiliate to take any actions (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this AgreementAgreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Sections 5 and 6).
Appears in 3 contracts
Samples: Tax Matters Agreement (CIPAR Inc.), Tax Matters Agreement (Temple Inland Inc), Tax Matters Agreement (Forestar Real Estate Group 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement.
Appears in 3 contracts
Samples: Transitional Trademark License Agreement (Douglas Elliman Inc.), Transitional Trademark License Agreement (Douglas Elliman Inc.), Transitional Trademark License Agreement (Douglas Elliman 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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement.
Appears in 3 contracts
Samples: Employee Matters Agreement (WABCO Holdings Inc.), Employee Matters Agreement (DOVER Corp), Employee Matters 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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement, the Distribution Agreement or any other Ancillary Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (Hilton Grand Vacations Inc.), Tax Matters Agreement (Hilton Worldwide Holdings Inc.), Tax Matters Agreement (Park Hotels & Resorts Inc.)
No Circumvention. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person 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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 3 contracts
Samples: Benefits and Compensation Matters Agreement (Exelis Inc.), Benefits and Compensation Matters Agreement (Xylem Inc.), Benefits and Compensation Matters Agreement (ITT Corp)
No Circumvention. The Parties agree not to directly or indirectly take any actionsactions or cause, allow or 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Employee Matters Agreement (Mastech Holdings, Inc.), Employee Matters Agreement (Mastech Holdings, 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this AgreementAgreement or any Transaction Document (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).
Appears in 2 contracts
Samples: Transition Services Agreement (Summit Materials, LLC), Support Services Agreement (Summit Materials, LLC)
No Circumvention. The Parties agree not to directly or indirectly take any actionsactions or cause, allow or 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Services Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (Mastech Holdings, Inc.), Transition Services Agreement (Mastech Holdings, 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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
No Circumvention. The Parties 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 Affiliate to take any actions (including the failure to take a reasonable action), such that the resulting effect is to undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Griffin-American Healthcare REIT III, Inc.)
No Circumvention. The Parties parties agree not to directly or indirectly take any actions, act in concert with any Person 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), ) such that the resulting effect is would be reasonably expected to materially undermine materially the effectiveness of any of the provisions of this Agreement.
Appears in 1 contract
Samples: Benefits and Compensation Matters Agreement (Xylem Inc.)
No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person person or entity who takes an action, or cause or allow any member of any such Party’s Group person or entity to take any actions (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any intent and purpose of the provisions of this Agreement.
Appears in 1 contract
Samples: Resignation Agreement (Hancock Jaffe Laboratories, Inc.)
No Circumvention. The Parties agree shall not to directly or indirectly take any actions, actions or 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 action (including the failure to take a reasonable action), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement or any Transaction Document. The Parties further acknowledge and agree that this Agreement shall be subject to the terms and conditions of the Restrictive Covenant Agreement, subject to Section 2.6 of this Agreement.
Appears in 1 contract
Samples: Intellectual Property License Agreement (Summit Materials, LLC)
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), ) such that the resulting effect is to materially undermine materially the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement.
Appears in 1 contract
