Terminated Agreements. Prior to the Closing, the Company shall cause each of the Contracts set forth on Schedule A-3 attached hereto (the “Terminated Agreements”) to be terminated, effective as of and contingent upon the Closing, including by sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Effective Time. Upon the Closing, the Company shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise) such that the Surviving Corporation shall not have any Liability under any Terminated Agreement following the Closing Date.
Terminated Agreements. The Company shall use commercially reasonable efforts to cause each of the agreements listed on Schedule 7.2(f) hereto (the “Terminated Agreements”) to be terminated, effective as of and contingent upon the Closing, including sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Closing. Upon the Closing, the Company shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and the Company (after the Closing) will not be subject to or incur any claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) under any Terminated Agreement following the Closing Date. The Company shall be responsible for making any payments required to terminate the Terminated Agreements and shall indemnify, defend, protect and hold harmless Parent and Buyer 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 terminations.
Terminated Agreements. On or before the Exchange Date, the Parties will agree to a schedule of agreements, contracts and arrangements that will terminate and have no further force or effect as of the Exchange Date. Each Party shall, at the reasonable request of another Party, take or cause to be taken, such other actions as may be necessary to effect the termination of such agreements.
Terminated Agreements. The Company shall use commercially reasonable efforts to cause each of the agreements listed on Schedule 8.2(f) of the Company Disclosure Letter (the “Terminated Agreements”) to be terminated, in each case effective prior to or as of the Effective Time, including sending all required notices, such that each Terminated Agreement shall be of no further force or effect prior to or as of the Effective Time. Upon the Closing, the Company shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and the Surviving Company will not be subject to or incur any claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) under any Terminated Agreement following the Effective Time.
Terminated Agreements. On or before the Effective Date, the Parties will agree to a schedule of agreements, contracts and arrangements that will terminate and have no further force or effect as of the Effective Date. Each Party shall, at the reasonable request of another Party, take or cause to be taken, such other actions as may be necessary to effect the termination of such agreements. To the extent that there are such agreements, such schedule shall be attached hereto as Schedule 5.4.
Terminated Agreements. Except as provided in Section 6.2, each existing agreement between the Parties is hereby terminated as of the Separation Date, including but not limited to the Company Code of Conduct as it applies to Executive, the Employment Agreement between Executive and Company dated January 19, 2011, as amended, and the Lock-up Agreement among Kind Chin, Executive and Company dated December 10, 2012, as amended. For clarity, no provisions of the Company Code of Conduct as it applies to Executive, the Employment Agreement between Executive and Company dated January 19, 2011, as amended, or the Lock-up Agreement among Kind Chin, Executive and Company dated December 10, 2012, as amended, that were intended to survive termination of such agreements shall continue after the Separation Date unless they are required by law. For clarity, notwithstanding the termination of the foregoing agreements, no claim for any breach of any agreement or obligation by any Party is waived or released by this Agreement.
Terminated Agreements. Prior to the Closing, the Company shall use its commercially reasonable efforts to cause each of the agreements set forth on Section 5.12 of the Disclosure Schedule (the “Terminated Agreements”) to be terminated on or prior to the Closing Date.
Terminated Agreements. The Parties hereby agree that, upon the Effective Date: (i) the Multiple Tier Notice Letter, dated as of August 10, 2004, from TWC to EarthLink, and the Alternative Service Levels Terms and Conditions referred to therein, shall cease to have any force or effect; (ii) the Bundling Letter Agreement between EarthLink and TWC, dated on or about May 4, 2005, shall terminate; (it being understood that Existing Bundling Agreements shall survive or remain in full force and effect) (iii) the side letter between Time Warner Entertainment Company, L.P. (“TWE”) and EarthLink, dated as of July 2, 2001, shall terminate; and (iv) the Agreement for Internet Transit Services between EarthLink and TWE, dated as of July 2, 2001, as amended, shall terminate.
Terminated Agreements. The Company shall use its commercially reasonable efforts to terminate each of the agreements listed on Schedule 5.7(b) (the “Terminated Agreements”) effective as of and contingent upon the Closing, including sending all required notices, such that each Terminated Agreement shall be of no further force or effect as of immediately prior to the Closing. The form and substance of each termination letter shall be subject to prior review and approval by Parent. In the event the Merger does not close for any reason, neither Parent nor Merger Sub shall have any liability to the Company, the Stockholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such terminations.
Terminated Agreements. The following licenses and agreements have previously been entered into by and between the respective Parties thereto, as indicated below:
