Cohesant definition
Examples of Cohesant in a sentence
Spinco and Cohesant intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.
Notwithstanding anything to the contrary herein, Spinco may at any time, and from time to time, inform Cohesant by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case Spinco’s rights to assert claims relating to Business Liabilities under such Insurance Policy or Policies shall terminate immediately.
Cohesant, for itself and on behalf of the Cohesant Group, hereby acknowledges and agrees that the license of the Shared Intellectual Property granted hereby is limited to the Cohesant Group’s use of the Shared Intellectual Property for purposes of conducting the GlasCraft Business, and Cohesant, for itself and on behalf of the Cohesant Group, hereby agrees to use the Shared Intellectual Property only for such purposes.
As of the Distribution Date, Cohesant shall resign and cease to be the plan sponsor, named fiduciary, plan administrator, policyholder, and any similar capacity under any governing document, trust, insurance contract, annuity contract and other funding arrangement and any administrative services agreement and will no longer have or exercise any rights, privileges, authorities and obligations with respect to any and all Benefit Plans.
This Agreement shall not be considered as an attempted assignment of any rights or interest in violation of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any Cohesant Entity in respect of any Insurance Policy or any other Contract or policy of insurance.
Each of Cohesant and Spinco shall use reasonable efforts to share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
Prior to the Distribution Date, the Cohesant Board of Directors, in accordance with applicable Law, shall establish the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution, including authorizing Cohesant to effect the Distribution immediately prior to the Effective Time.
Any Information owned by either the Spinco Entities or the Cohesant Entities that is provided to a requesting party pursuant to Section 4.01 shall be deemed to remain the confidential property of the providing Party.
At or prior to the Distribution Date and subject to the satisfaction or waiver of the conditions set forth in Section 7.01, each of Cohesant and Spinco shall execute and deliver the other Transaction Agreements that were not previously executed and delivered.
Notwithstanding any provision hereof, this Agreement may be terminated by Cohesant and the Separation may be abandoned prior to the Distribution Date at any time following termination of the Merger Agreement in accordance with its terms.