Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 107 contracts
Samples: Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (Solventum Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties and other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Effective Time and shall remain in full force and effecteffect thereafter.
Appears in 68 contracts
Samples: Transition Services Agreement (Aramark), Transition Services Agreement (Vestis Corp), Transition Services Agreement (Vestis Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 26 contracts
Samples: Employee Matters Agreement (Mdu Resources Group Inc), Employee Matters Agreement (Knife River Holding Co), Employee Matters Agreement (Knife River Holding Co)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 19 contracts
Samples: Tax Matters Agreement (RXO, Inc.), Employee Matters Agreement (RXO, Inc.), Employee Matters Agreement (Rxo, LLC)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 18 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, (a) the covenants, representations and warranties contained covenants in this Agreement and each the liabilities for the breach of any obligations in this Agreement and (b) any covenants, representations or warranties contained in any Ancillary Agreement, Agreement and Liability any liabilities for the breach of any obligations contained hereinin any Ancillary Agreement, in each case, shall survive each of the Separation and the Distribution and shall remain in full force and effect.
Appears in 16 contracts
Samples: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation and the Distribution and shall remain in full force and effectDistribution.
Appears in 15 contracts
Samples: Separation and Distribution Agreement (Nuvola, Inc.), Separation and Distribution Agreement (Nuvola, Inc.), Separation and Distribution Agreement (Nuvola, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 14 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (California Resources Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and after the Distribution Date and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 13 contracts
Samples: Separation and Distribution Agreement (Efactor Holdings Inc), Separation and Distribution Agreement (Efactor Holdings Inc), Separation and Distribution Agreement (SpeechFX Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation and the Distribution and shall remain in full force and effect.
Appears in 13 contracts
Samples: Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (Water Pik Technologies Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each the Ancillary AgreementAgreements, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Grail, LLC), Separation and Distribution Agreement (Grail, LLC), Separation and Distribution Agreement (Worthington Enterprises, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Synnex Corp), Separation and Distribution Agreement (Concentrix Corp), Separation and Distribution Agreement
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations representations, and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 11 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement, Employee Matters Agreement
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any such obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 10 contracts
Samples: Employee Matters Agreement (Cognyte Software Ltd.), Employee Matters Agreement (Cognyte Software Ltd.), Employee Matters Agreement (Maxeon Solar Technologies, Ltd.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreementother Transaction Document, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive each of the transactions described in the Plan of Reorganization (as defined in the Separation Agreement) and the Distribution and shall remain in full force and effect.
Appears in 10 contracts
Samples: Employee Matters Agreement (JBG SMITH Properties), Employee Matters Agreement (JBG SMITH Properties), Contribution and Assignment Agreement (JBG SMITH Properties)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the The covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution IPO and shall remain in full force and effect.
Appears in 9 contracts
Samples: Separation Agreement, Separation Agreement (Mead Johnson Nutrition Co), Separation Agreement (American Water Works Company, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Effective Time and shall remain in full force and effecteffect thereafter.
Appears in 9 contracts
Samples: Separation and Distribution Agreement (Baxter International Inc), Separation and Distribution Agreement (Baxalta Inc), Separation and Distribution Agreement (Baxalta Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effectDistribution.
Appears in 9 contracts
Samples: Separation and Distribution Agreement (Lumentum Holdings Inc.), Tax Matters Agreement (Lumentum Holdings Inc.), Tax Matters Agreement (Viavi Solutions Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Effective Time and the Distribution and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Theravance Inc), Separation and Distribution Agreement (Theravance Biopharma, Inc.), Separation and Distribution Agreement (Q2 Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement and each or any Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 8 contracts
Samples: Master Separation and Distribution Agreement (Vishay Intertechnology Inc), Master Separation and Distribution Agreement (Vishay Precision Group, Inc.), Master Separation and Distribution Agreement (Vishay Precision Group, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Transactions and shall remain in full force and effect.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Istar Inc.), Separation and Distribution Agreement (Star Holdings), Agreement and Plan of Merger (Istar Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Reorganization and the Distribution and shall remain in full force and effect.
Appears in 8 contracts
Samples: Transition Services Agreement, Transition Services Agreement, Transition Services Agreement (Hp Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation Separation, the IPO and the Distribution and shall remain in full force and effect.
Appears in 7 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 7 contracts
Samples: Separation Agreement, Separation Agreement (Huntsman International LLC), Separation Agreement (Venator Materials PLC)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreementother Transaction Document, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreementother Transaction Document, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive each of the Separation Reorganization and the Distribution and shall remain in full force and effect.
Appears in 7 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Hp Inc), Separation and Distribution Agreement (Hewlett Packard Enterprise Co)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Distributions and shall remain in full force and effect.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Otis Worldwide Corp), Separation and Distribution Agreement (Carrier Global Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation Contribution and the Distribution and shall remain in full force and effect.
Appears in 6 contracts
Samples: Contribution and Distribution Agreement (Advanced Medical Optics Inc), Contribution and Distribution Agreement (Allergan Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 6 contracts
Samples: Employee Matters Agreement, Separation and Distribution Agreement (KLX Inc.), Employee Matters Agreement (KLX Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Separation, the IPO and the Distribution and shall remain in full force and effect.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Harvard Apparatus Regenerative Technology, Inc.), Separation and Distribution Agreement (SunCoke Energy, Inc.), Separation and Distribution Agreement (Sunoco Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation and the Distribution Distributions and shall remain in full force and effect.
Appears in 6 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tree.com, Inc.), Separation and Distribution Agreement (Tree.com, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties and other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect thereafter.
Appears in 6 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (IAA, Inc.), Employee Matters Agreement (KAR Auction Services, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the External Distribution and shall remain in full force and effect.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Equitrans Midstream Corp), Separation and Distribution Agreement (EQT Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the The covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 5 contracts
Samples: Indemnification and Release Agreement, Indemnification and Release Agreement (Civeo Corp), Indemnification and Release Agreement (Civeo Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Transactions and shall remain in full force and effecteffect in accordance with their terms.
Appears in 4 contracts
Samples: Tax Matters Agreement (Technip Energies N.V.), Tax Matters Agreement (TechnipFMC PLC), Tax Matters Agreement (Technip Energies B.V.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation and the Distribution Reclassification and shall remain in full force and effect.
Appears in 4 contracts
Samples: Separation Agreement (Expedia, Inc.), Separation Agreement (TripAdvisor, Inc.), Separation Agreement (Iac/Interactivecorp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the The covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation Internal Distribution and the External Distribution and shall remain in full force and effect.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Archrock, Inc.), Separation and Distribution Agreement (Exterran Corp), Separation and Distribution Agreement (Exterran Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each the Ancillary AgreementAgreements, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Transactions and shall remain in full force and effecteffect in accordance with their terms.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Technip Energies N.V.), Separation and Distribution Agreement (Technip Energies B.V.), Separation and Distribution Agreement (TechnipFMC PLC)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties and other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with its terms.
Appears in 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (PayPal Holdings, Inc.), Employee Matters Agreement (PayPal Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability the Liabilities for the breach of any obligations contained herein, shall survive the Separation and the Distribution Effective Time and shall remain in full force and effect.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)
Survival of Covenants. Except as expressly set forth in this Agreement or any other Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive each of the transactions described in the Plan of Reorganization (as defined in the Separation Agreement) and the Distribution and shall remain in full force and effect.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ventas Inc), Employee Matters Agreement (Care Capital Properties, Inc.), Employee Matters Agreement (Care Capital Properties, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation Internal Reorganization and the Distribution and shall remain in full force and effect.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties and other agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect thereafter.
Appears in 3 contracts
Samples: Transition Services Agreement (Aaron's Company, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Cash America International Inc), Separation and Distribution Agreement (Enova International, Inc.), Separation and Distribution Agreement (Gen Probe Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations representations, and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 3 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Veoneer, Inc.), Employee Matters Agreement (Veoneer, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, releases, indemnities, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Date and shall remain in full force and effecteffect thereafter.
Appears in 3 contracts
Samples: Indemnification Agreement (Cowen Group, Inc.), Indemnification Agreement (Cowen Group, Inc.), Indemnification Agreement (Cowen Group, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement Agreement, the Separation Agreement, or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 3 contracts
Samples: Tax Matters Agreement (Worthington Enterprises, Inc.), Tax Matters Agreement (Worthington Steel, Inc.), Tax Matters Agreement (Worthington Steel, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Date and shall remain in full force and effect.
Appears in 3 contracts
Samples: Transitional Services Agreement (Advanced Medical Optics Inc), Transitional Services Agreement (Allergan Inc), Transitional Services Agreement (Amo Holdings LLC)
Survival of Covenants. Except as expressly set forth in this any Ancillary Agreement or (except as otherwise provided in any Ancillary Agreement), the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement (except as otherwise provided in any Ancillary Agreement), and Liability liability for the breach of any obligations contained herein, shall survive the Separation Effective Time and the Distribution and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD)
Survival of Covenants. Except as expressly set forth in this Agreement, any Ancillary Agreement or any Ancillary the Business Combination Agreement, the covenants, representations and warranties covenants contained in this Agreement and each Ancillary Agreement, indemnification obligations and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation Distribution Time and the Distribution and other transactions contemplated by this Agreement shall remain in full force and effecteffect in accordance with their terms.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Pfizer Inc), Separation and Distribution Agreement (Mylan N.V.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation IPO and the Distribution and shall remain in full force and effectDistribution.
Appears in 3 contracts
Samples: Master Separation and Distribution Agreement (Pc Mall Inc), Master Separation and Distribution Agreement (Ecost Com Inc), Master Separation and Distribution Agreement (Ecost Com Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Other Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement and each Other Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation and the Distribution Transaction and shall remain in full force and effect.
Appears in 3 contracts
Samples: Contribution Agreement (ANGI Homeservices Inc.), Contribution Agreement (ANGI Homeservices Inc.), Agreement and Plan of Merger (Iac/Interactivecorp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Distribution Date and the Distribution and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (Bentley Pharmaceuticals Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Date and the Distribution Term and shall remain in full force and effect.
Appears in 3 contracts
Samples: Intellectual Property License Agreement, Intellectual Property License Agreement (Brighthouse Financial, Inc.), Intellectual Property License Agreement (Brighthouse Financial, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Date and shall remain in full force and effect.
Appears in 3 contracts
Samples: Master Separation Agreement (Tronox Inc), Master Separation Agreement (Kerr McGee Corp /De), Master Separation Agreement (Tronox Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations covenants and other agreements contained herein, shall survive each of the Separation Reorganization, the Distribution and the Distribution Merger and shall remain in full force and effect.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Jacobs Solutions Inc.), Tax Matters Agreement (Neogen Corp), Tax Matters Agreement (Neogen Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties The covenants contained in this Agreement and each Ancillary Agreement, indemnification obligations and Liability liability for the breach of any obligations contained herein, shall survive the Separation Date and the Distribution consummation of the Transactions contemplated by this Agreement and shall remain in full force and effecteffect indefinitely.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Livent Corp.), Separation and Distribution Agreement (Livent Corp.)
Survival of Covenants. Except as expressly set forth in this Agreement or Agreement, any other Ancillary Agreement, the covenantsSeparation Agreement or the Business Combination Agreement, representations and warranties the covenants contained in this Agreement and each Ancillary Agreement, indemnification obligations and Liability liability for the breach of any obligations contained herein, herein shall survive the Separation Distribution Time and the Distribution and other transactions contemplated by the Separation Agreement shall remain in full force and effecteffect in accordance with their terms.
Appears in 3 contracts
Samples: Employee Matters Agreement (Viatris Inc), Employee Matters Agreement (Upjohn Inc), Employee Matters Agreement (Upjohn Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the External Distribution and shall remain in full force and effect.
Appears in 3 contracts
Samples: Employee Matters Agreement (Equitrans Midstream Corp), Employee Matters Agreement (EQT Corp), Employee Matters Agreement (Equitrans Midstream Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Date and shall remain in full force and effect.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any such obligations contained herein, shall will survive the Separation and the Distribution and shall will remain in full force and effect.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Sunpower Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 3 contracts
Samples: Master Transition Services Agreement, Master Transition Services Agreement (Autoliv Inc), Master Transition Services Agreement (Veoneer, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each the Ancillary AgreementAgreements, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 3 contracts
Samples: Employee Matters Agreement (Worthington Enterprises, Inc.), Employee Matters Agreement (Worthington Steel, Inc.), Employee Matters Agreement (Worthington Steel, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Separation, the Mandatory Exchange and the Distribution and shall remain in full force and effectDistribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (At&t Wireless Services Inc), Separation and Distribution Agreement (At&t Wireless Services Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall will survive the Separation and the Distribution and shall will remain in full force and effecteffect in accordance with their terms.
Appears in 2 contracts
Samples: Intellectual Property Matters Agreement (Ebay Inc), Intellectual Property Matters Agreement (PayPal Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive each of the Separation Restructuring and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Separation Agreement (Rouse Properties, Inc.), Separation Agreement (Rouse Properties, Inc.)
Survival of Covenants. Except as otherwise expressly set forth in contemplated by this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Internal Distribution and the External Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Employee Matters Agreement (Exterran Corp), Employee Matters Agreement (Exterran Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive each of the Separation Contribution and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Separation Agreement (Crimson Wine Group, LTD), Separation Agreement (Crimson Wine Group, LTD)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each the Ancillary AgreementAgreements, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Restructuring and shall remain in full force and effecteffect in accordance with their terms.
Appears in 2 contracts
Samples: Distribution Agreement (Autoliv Inc), Master Transfer Agreement (Veoneer, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effectaccordance with their terms.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Genesis Healthcare Corp), Separation and Distribution Agreement (Genesis Healthcare Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Settlement and Separation Agreement, Settlement and Separation Agreement (Clear Channel Outdoor Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties other agreements contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Effective Time and shall remain in full force and effecteffect thereafter in accordance with their terms.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Quorum Health Corp), Separation and Distribution Agreement (Quorum Health Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Contribution and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Split-Off Date and shall remain in full force and effect.
Appears in 2 contracts
Samples: Master Separation Agreement (CBS Radio Inc.), Master Separation Agreement (CBS Outdoor Americas Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each the Ancillary AgreementAgreements, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effecteffect in accordance with their terms.
Appears in 2 contracts
Samples: Distribution Agreement (Autoliv Inc), Master Transfer Agreement (Veoneer, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation Transaction and the Distribution IPO and shall remain in full force and effect.
Appears in 2 contracts
Samples: Master Transaction Agreement (Match Group, Inc.), Master Transaction Agreement (Match Group, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, (a) the covenants, representations and warranties contained covenants in this Agreement and each the liabilities for the breach of any obligations in this Agreement and (b) any covenants, representations or warranties contained in any Ancillary Agreement, Agreement and Liability any liabilities for the breach of any obligations contained hereinin any Ancillary Agreement, in each case, shall survive each of the Separation and the Distribution and shall remain in full force and effect.. Table of Contents
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Transactions and shall remain in full force and effect.
Appears in 2 contracts
Samples: Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement (Bausch & Lomb Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations covenants and warranties agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Employee Matters Agreement (SPX Corp), Employee Matters Agreement (SPX FLOW, Inc.)
Survival of Covenants. Except as expressly set forth in any Ancillary Agreement and subject to termination of this Agreement or any Ancillary Agreementpursuant to Section 11.1, the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Redemption Date and the Distribution and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 2 contracts
Samples: Separation and Redemption Agreement (Sizmek Inc.), Separation and Redemption Agreement (New Online Co)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Time and shall remain in full force and effecteffect in accordance with their terms.
Appears in 2 contracts
Samples: Separation Agreement (LiveWire Group, Inc.), Separation Agreement (Harley-Davidson, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any --------------------- Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 2 contracts
Samples: Distribution Agreement (Circor International Inc), Distribution Agreement (Circor International Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Time and shall remain in full force and effecteffect in accordance with their terms.
Appears in 2 contracts
Samples: Employee Matters Agreement (LiveWire Group, Inc.), Employee Matters Agreement (Harley-Davidson, Inc.)
Survival of Covenants. Except as expressly set forth in any Ancillary Agreement and subject to termination of this Agreement or any Ancillary Agreementpursuant to Section 12.1, the all covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation Merger and the Distribution and shall remain in full force and effecteffect in accordance with their applicable terms.
Appears in 2 contracts
Samples: Separation Agreement (Symmetry Surgical Inc.), Separation Agreement (Symmetry Medical Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, (a) the covenants, representations and warranties contained covenants in this Agreement and each Ancillary Agreement, and Liability the liabilities for the breach of any obligations in this Agreement and (b) any covenants, representations or warranties contained herein, shall survive in any Ancillary Agreement and any liabilities for the Separation and the Distribution and shall remain in full force and effect.breach of any
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Spin-off and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation Agreement (Vimeo, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the consummation of the AS Separation and the Distribution Transaction and shall remain in full force and effect.. [Signature page follows]
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this any Ancillary Agreement or any Ancillary Agreementthe Plan of Reorganization, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution Split-Off Date and shall remain in full force and effect.
Appears in 1 contract
Samples: Master Separation Agreement (CBS Outdoor Americas Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effectContribution.
Appears in 1 contract
Survival of Covenants. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreementherein, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this Agreement or --------------------- any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation and the Distribution and shall remain in full force and effectShare Transfer.
Appears in 1 contract
Samples: Separation and Share Transfer Agreement (Eastside Distilling, Inc.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreementherein, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.. * * * * *
Appears in 1 contract
Samples: Tax Matters Agreement (Viacom Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained hereinherein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation Agreement (Viacom Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Separation, the IPO and the Distribution and shall remain in full force and effecteffect regardless of whether Odetics shall consummate, delay, modify or abandon the NCR Distribution.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Atl Products Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution Separation, and shall remain in full force and effect.
Appears in 1 contract
Samples: Master Separation Agreement (Force Protection Video Equipment Corp.)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained hereinherein or therein, shall survive the consummation of the AS Separation and the Distribution Transaction and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Sungard Capital Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive each of the Separation Internal Reorganization and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Mod Pac Corp)
Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the any covenants, representations and or warranties contained in this Agreement 39 and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, Agreement shall survive the Separation Transaction and the Distribution IPO and shall remain in full force and effect.
Appears in 1 contract
Samples: Master Transaction Agreement
