Common use of Terminated Agreements Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Procore Technologies, Inc.)

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Terminated Agreements. Prior to the Closing, the Company shall cause each of the Contracts agreements set forth on Schedule A-3 attached hereto C of the Disclosure Schedule (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 Final Surviving Corporation Entity shall not have any Liability under any Terminated Agreement following the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc)

Terminated Agreements. Prior to the Closing, the Company shall cause each of the Contracts set forth on Schedule A-3 B 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulgent Genetics, Inc.)

Terminated Agreements. Prior to the Closing, the Company shall cause each of the Contracts agreements set forth on Section 5.12 of the Disclosure 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardlytics, Inc.)

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Terminated Agreements. Prior to or at the Closing, the Company shall cause each of the Contracts set forth on Schedule A-3 D 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 TimeClosing. 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 Company shall not have any Liability under any Terminated Agreement following the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)

Terminated Agreements. Prior to the Closing, the Company shall cause each of the Contracts set forth on Schedule A-3 2 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 Contract 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1847 Holdings LLC)

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