Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 7.2(g) hereto (the “Modified Agreements”) as reasonably directed by the Parent effective as of the Closing, so that the required modifications are in effect immediately following the Closing. The Company shall be responsible for making any payments required in connection with the Modified Agreements and shall indemnify, defend, protect and hold harmless Parent and the Company (as it exists after Closing) from all Losses arising from the same and shall reflect such payment or other Liability incurred by any Acquired Entity as of the Closing Date or anticipated to be incurred or payable after the Closing on the Statement of Expenses. In the event the Acquisition does not close for any reason, neither Parent nor Buyer shall have any Liability to any Acquired Entity, any Company Stockholder or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such modifications.
Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 8.2(j) hereto in the manner set forth on Schedule 8.2(j) in each case effective prior to or as of the Effective Time.
Modified Agreements. 39 SECTION 6.4 Joint Remuneration Planning Committee............................................................ 39
Modified Agreements. Promptly following the date hereof, Parent and the Company will negotiate in good faith and use their respective reasonable best efforts to modify the Colony Technology Sharing Agreement dated March 22, 2004 (the "CTSA")and to enter into a proposed OEM arrangement between Parent and the Company, which terms shall include a payment commitment by the Company of $500,000 (subject to the satisfaction by Parent of Parent's obligations under such agreements), in form and upon terms to be mutually agreed by the parties (the "MODIFIED AGREEMENTS"). In addition to the foregoing, Parent and the Company shall enter into all required modifications to the CTSA as required by the Loan Agreement.
Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 6.2(m) hereto (the “Modified Agreements”) in the manner set forth on Schedule 6.2(m) hereto effective as of and contingent upon the Closing, so that the required modifications are in effect immediately following the Closing. In the event the Company is required to make any payments in connection with the modification of any Modified Agreements, such payments shall be the responsibility of the Company and shall be paid by the Company prior to the Closing or, in the discretion of the Company, included in Company Third-Party Expenses in the Closing Statement Certificate.
Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 5.17 hereto in the manner set forth on Schedule 5.17 hereto effective as of the Closing, so that the required modifications are in effect immediately following the Closing.
