Common use of Terminated Agreements Clause in Contracts

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. The Prior to the Closing, the Company shall use commercially reasonable efforts to cause each of the agreements listed on Schedule 7.2(f) Annex 8 to Appendix C attached 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 ClosingEffective 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 Company (after the Closing) Surviving Corporation 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 the Surviving Corporation from all Losses arising from the same and shall reflect such payment or other Liability consideration incurred by any Acquired Entity the Company 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 Merger does not close for any reason, neither Parent nor Buyer shall not have any Liability to any Acquired Entity, any the Company Stockholder or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such terminations.

Terminated Agreements. The Company shall use commercially reasonable efforts to cause terminate each of the agreements listed on Schedule 7.2(f6.2(j) hereto hereof (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 ClosingEffective Time. The form and substance of such termination letter shall be provided by Parent and approved by the Company. 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) Surviving Corporation will not be subject to or incur any claim, Liability 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 consideration incurred by any Acquired Entity the Company 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 Merger does not close for any reason, neither Parent nor Buyer shall not have any Liability liability to any Acquired Entitythe Company, any Company Stockholder the Stockholders or any other Person for any costs, claims, Liabilities liabilities or damages resulting from the Company seeking to obtain such terminations.

Terminated Agreements. The Company shall use commercially reasonable efforts to cause terminate each of the agreements listed on Section 7.2(i) of the Disclosure 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 ClosingEffective Time. The form and substance of such termination letter shall be provided by Parent and approved by the Company. 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 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 consideration incurred by any Acquired Entity the Company 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 Transaction does not close for any reason, neither Parent nor Buyer shall not have any Liability liability to any Acquired Entitythe Company, any Company Stockholder the Shareholders or any other Person for any costs, claims, Liabilities liabilities or damages resulting from the Company seeking to obtain such terminations.