Common use of Covenant Not to Sue Clause in Contracts

Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Appears in 6 contracts

Samples: Separation and Distribution Agreement (Knife River Holding Co), Separation and Distribution Agreement (Mdu Resources Group Inc), Separation and Distribution Agreement

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Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a another member of the SpinCo Group on the terms and conditions set forth in this Agreement and or the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a another member of the Parent Group on the terms and conditions set forth in this Agreement and or the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (Solventum Corp)

Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Assumed Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Excluded Liabilities by Parent iStar or a member of the Parent iStar Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Istar Inc.), Separation and Distribution Agreement (Star Holdings)

Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the any other SpinCo Group Entity on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Retained Liabilities by Parent or a member of the any other Parent Group Entity on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV V are void or unenforceable for any reason.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc./Nv), Investment Agreement (SilverSun Technologies, Inc.)

Covenant Not to Sue. Each Party hereby xxreby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (AHS Holding Company, Inc.)

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Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Corebridge Liabilities by SpinCo Corebridge or a member of the SpinCo Corebridge Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; , (b) the retention of any Parent AIG Liabilities by Parent AIG or a member of the Parent AIG Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; reason or (c) the provisions of this Article IV IX are void or unenforceable for any reason.

Appears in 2 contracts

Samples: Separation Agreement (American International Group, Inc.), Separation Agreement (Corebridge Financial, Inc.)

Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo StudioCo Liabilities by SpinCo StudioCo or a member of the SpinCo StudioCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV III are void or unenforceable for any reason.

Appears in 1 contract

Samples: Separation Agreement (Lionsgate Studios Corp.)

Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any IndemniteeParty, or assert a defense against any claim asserted by any IndemniteeParty, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Grafiti Liabilities by SpinCo Grafiti or a member of the SpinCo Grafiti Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Inpixon)

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