Legacy Covenant. Legacy hereby agrees that neither it nor any Affiliate of Legacy shall, without Primarys prior written consent, # amend the Existing Ag Agreement or any Assigned Downstream Agreement or # execute any waiver, side letter, or similar arrangement with respect to the Existing Ag Agreement, any Assigned Downstream Agreement, or the subject matter of any of the foregoing, that would, in any case, conflict with or contradict the terms of this Agreement or reduce, or adversely affect, Primarys or its Affiliates rights or Legacys and its Affiliates obligations under this Agreement. Legacy shall provide Primary a copy of any # proposed amendment, side letter, waiver, or similar arrangement concerning the Existing Ag Agreement or any Assigned Downstream Agreement at least ten (10) business days prior to the execution thereof and # amendment, side letter, waiver, or similar arrangement executed by Legacy or any Affiliate thereof concerning the Existing Ag Agreement or any Assigned Downstream Agreement within two (2) business days following Legacys or its Affiliates execution thereof.
Legacy and its Affiliates shall at all times comply with, and perform its and their obligations under, the Existing Ag Agreement or any Assigned Downstream Agreement to which Legacy or an Affiliate thereof is a party. In the event of any breach of the Existing Ag Agreement (or any Assigned Downstream Agreement) that may be the subject of any potential termination thereof by Ag Partner under Section 13.3 thereof (or by any Legacy Licensee which is a party to any Assigned Downstream Agreement on the basis of Legacys or its Affiliates uncured material breach of such Assigned Downstream Agreement), Primary shall have the right, upon written notice to Legacy, to take such action(s) or make such payment(s) as are necessary to cure such breach and avoid such termination and, in the event Primary exercises such right, Primary shall be entitled to credit the reasonable, documented cost of effecting such cure or making such payment against any amounts due Legacy under this Agreement.
Legacy shall provide Primary with any Diligence Reports received by Legacy from Ag Partner, or any similar reports received by Legacy or any Affiliate thereof with respect to any Downstream Agreement, within ten (10) days of such receipt. Legacy shall provide Primary with copies of any correspondence received by Legacy or any Affiliate thereof from, or sent by Legacy or any Affiliate thereof to, any Legacy Licensee regarding # any actual, potential, or alleged breach or termination of the Existing Ag Agreement (or any Downstream Agreement), # any matter that may increase, decrease, or otherwise affect the scope of rights granted under Section 4.2 (including any VDCs becoming Licensed VDCs, which shall promptly be identified by Legacy in a written notice to Primary), or # any actual or potential amendment of, or waiver, consent, side letter, or similar arrangement concerning, the Existing Ag Agreement or any Downstream Agreement. Legacy shall promptly provide Primary with, to the extent Legacy has the right to obtain the following under the Existing Ag Agreement or any Assigned Downstream Agreement, copies of any Downstream Agreement (including but not limited to any of the foregoing that may be assigned to Legacy upon termination of the Existing Ag Agreement or an Assigned Downstream Agreement) or any amendments to any of the foregoing.
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