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: Merger Agreement (Procore Technologies, Inc.)

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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: Merger Agreement (Fulgent Genetics, Inc.)

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: Merger Agreement (Twilio Inc)

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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: Merger Agreement (Cardlytics, Inc.)

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