Effective upon the Closing. (i) the Stock Purchase Agreement, between the Company and Clal, dated March 25, 1995, as amended (the "Clal Agreement"), shall be terminated in its entirety with no further obligations, liabilities or rights on the part of the parties thereunder, and (ii) the Registration Rights Agreement, between the Company and Clal, dated May 1, 1995, shall be amended hereby and shall provide that Clal shall not be entitled to exercise any of its rights thereunder during the Post-Closing Period. Clal hereby agrees to, notwithstanding any other agreement that it may have with the Company or others, vote all shares of Common Stock which it owns (beneficially and/or of record) in favor of the Merck Transaction (and all related matters) if such Transaction is approved by the Company's Board of Directors. In the event of any conflict between the terms of this agreement and the Clal Agreement, the terms of this agreement shall govern.
Effective upon the Closing. Seller shall assign to Buyer all of Seller’s right, title and interest in and to any confidentiality agreements to which Seller or any of its agents is a party relating to the confidentiality of information of the Business or the hiring of employees of Company.
Effective upon the Closing. Buyer and the Acquired Companies, on behalf of itself each of its respective past, present and future Affiliates, heirs, executors, successors and assigns (collectively, the “Buyer Releasing Parties”), unconditionally and irrevocably waives, completely releases, acquits, and forever discharges the Sellers, the NewCos, the Seller Family Members, the Representative and their respective past, present and future Affiliates, successors and assigns (collectively, the “Seller Released Parties”), of and from any and all claims and other Actions that the Buyer Releasing Parties, or any of them, now have, ever had, or at the Closing may have, or hereafter can, shall or may have, against the Seller Released Parties, or any of them, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of time through the Closing Date in respect of the accuracy of, omission or misstatement with respect to, any potentially material information regarding the Sellers, the Xxxxx Interests, the GPS Interests the Business, the Acquired Companies or any of their respective assets, liabilities or operations, in each case, except in the case of Fraud or to the extent arising under this Agreement or any other Transaction Document (including, for the avoidance of doubt, the indemnification set forth in Article VIII or Article XI). The Buyer, on behalf of itself and its Buyer Releasing Parties, hereby irrevocably covenants to refrain from asserting any claim, or commencing, instituting, or causing to be commenced, any Action of any kind against any Seller Released Party based upon any claim released or purported to be released pursuant to this Agreement or in a representative capacity on behalf of others. Buyer, on behalf of each of its Buyer Releasing Parties, hereby agrees that if such Buyer Releasing Party hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any claim released hereunder, or in any manner asserts against any Seller Released Party any claim released hereunder, then such Buyer Releasing Party will pay to such Seller Released Party, in addition to all other Losses suffered by such Seller Released Party as a result of such suit or claim, all reasonable attorneys’ fees incurred in defending or otherwise responding to such suit or claim. For the avoidance of doubt, the release under this Section 7.15 shall not in any way apply to or affect the Excluded Entities or any Affiliated Contract...
Effective upon the Closing the Seller hereby grants to the Buyer a non-exclusive, fully paid, worldwide, perpetual license to use all of the Seller's currently existing Intellectual Property (i) relating to the "10- 140 cask" or (ii) required to use, lease or operate the "P.A.S casks" included as part of the Equipment. The Buyer recognizes that the "10-140 cask" is in development and is substantially incomplete. This license shall include the right to sublicense. At or promptly after the Closing the Seller will provide the Buyer with copies of all documents and records in the Seller's possession or to which the Seller has access relating to the foregoing Intellectual Property.
Effective upon the Closing. Buyer agrees that it will employ the Regular Employees in the same positions and at the same salaries and variable pay earnings opportunity and substantially the same terms and conditions, including benefit plans, as
Effective upon the Closing. Gunnerman, Borrower and Buyer each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby.
Effective upon the Closing. (a) each of the Parties releases and discharges the other Party from any and all claims such Party may have, now or in the future, arising out of or related to the Note, including under the Securities Purchase Agreement (the “SPA”), dated as of April 4, 2012, between the Parties, the Amendment and Exchange Agreement, dated as of December 20, 2012, between the Parties, the Second Amendment and Warrant Exchange Agreement, dated as of October 9, 2013, between the Parties, and the Registration Rights Agreement (the “RRA”), dated as of April 4, 2012, between the Parties, (b) Section 4 of the SPA is terminated and shall have no further force or effect, (c) the RRA is terminated in its entirety and shall have no further force or effect and (d) all obligations under the Note and all indebtedness under the Note shall have been satisfied in full without any further action by the Parties. The Noteholder agrees to take such actions and execute such documents, at the Company’s expense, as the Company may reasonably request to evidence the release, discharge, termination and satisfaction of the documents and obligations, as applicable, under this Section 5.12.
Effective upon the Closing. Buyer and Seller hereby agree that the Supply Agreement and the Royalty Agreement shall be modified as follows:
Effective upon the Closing. CII hereby waives its rights and remedies pursuant to the Agreement and the Debenture with respect to the Company's failure to file and effect a registration of Registrable Securities by March 15, 1996 (including without limitation its right to receive any adjustment to the Common Stock Conversion Price (as defined in the Debenture) pursuant to Section 2.3 of the Debenture), provided that such waiver shall not extend to or affect the right of CII to receive additional interest pursuant to the second paragraph of the Debenture or any subsequent default under the Agreement, as amended hereby, or impair any right consequent thereon.
Effective upon the Closing. Assignor and Assignee each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby; provided, however, that all such documents and instruments executed, and actions taken, by Assignor shall be without recourse or, except as specifically and expressly provided in this Agreement, representation or warranty of any kind or nature whatsoever.
