Common use of Terminated and Amended Agreements Clause in Contracts

Terminated and Amended Agreements. The Company shall use its reasonable endeavors to terminate each of the agreements listed on Schedule 6.7(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors to amend each of the agreements listed on Schedule 6.7(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject to prior review and approval by Buyer. 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 will not incur any claim, Liability or obligation under any Terminated Agreement following the Closing Date. The Company shall be responsible for making any payments required to terminate the Terminated Agreements or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth in the Closing Statement as Seller Expenses. In the event the Acquisition does not close for any reason, other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all costs, claims, Liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer).

Terminated and Amended Agreements. The Company shall use its commercially reasonable endeavors efforts to terminate each of the agreements listed on Schedule 6.7(b)(15.7(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors best efforts to amend each of the agreements listed on Schedule 6.7(b)(25.7(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject to prior review and approval by BuyerParent. 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 will not 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 Table of Contents Terminated Agreements or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth Closing in the Closing Statement as Seller of Expenses. In the event the Acquisition Merger does not close for any reason, neither Parent nor Merger Sub shall have any liability to the Company, the Stockholders or any other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all Person for any costs, claims, Liabilities liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer)amendments.

Terminated and Amended Agreements. The Company shall use its reasonable endeavors best efforts to, and the Member Parties shall use their reasonable best efforts to cause the Company to, terminate each of the agreements listed on Schedule 6.7(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors best efforts to, and the Member Parties shall use their reasonable best efforts to cause the Company to, amend each of the agreements listed on Schedule 6.7(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject to prior review and approval by BuyerParent. Upon the Closing, the Company shall, and the Member Parties shall have caused the Company to, have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and the Company will not not, and the Member Parties will cause the Company to not, 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, and the Member Parties shall be responsible for making cause the Company to, make any payments required to terminate the Terminated Agreements or amend the Amended Agreements and shall to reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth Closing as Transaction Expenses in the Pre-Closing Statement as Seller ExpensesStatement. In the event the Acquisition Transaction does not close for any reason, Parent shall not have any liability to the Company, the Member Parties or any other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all Person for any costs, claims, Liabilities or damages resulting from the Member Parties or the Company seeking to obtain such terminations or amendments shall be paid by Buyer)amendments.

Terminated and Amended Agreements. The Company shall use its reasonable endeavors best efforts to (i) terminate each of the agreements listed on Schedule 6.7(b)(17.3(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors best efforts to amend each of the agreements listed on Schedule 6.7(b)(27.3(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject to prior reasonable review and approval by Buyer. 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 will not 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 or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth Closing in the Closing Statement as Seller of Expenses. In the event the Acquisition Merger does not close for any reason, neither Buyer nor Merger Sub shall have any liability to the Company, the Company Securityholders or any other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer)amendments.

Terminated and Amended Agreements. The During the Pre-Closing Period, the Company shall, and shall cause each applicable Company Entity to, use its reasonable endeavors best efforts to (i) terminate each of the agreements listed on Schedule 6.7(b)(17.2(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors , and (ii) to amend each of the agreements listed on Schedule 6.7(b)(27.2(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject in form and substance acceptable to prior review and approval by BuyerAcquiror (acting reasonably). Upon the Closing, the Company (or the applicable Company Entity) shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and none of Acquiror, the Company, the Surviving Company or any of their Affiliates will not incur any claim, Liability under or obligation under in connection with any Terminated Agreement following the Closing Date. The Company shall be responsible for making any payments required to terminate the Terminated Agreements or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth in the Closing Statement as Seller ExpensesAgreements. In the event the Acquisition does Merger is not close consummated for any reason, none of Acquiror or Merger Sub or any of their respective Affiliates shall have any liability to the Company, its Affiliates, the Securityholders or any other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all costs, claims, Person for any Liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer)amendments.

Terminated and Amended Agreements. The Company shall use its reasonable endeavors best efforts to (i) terminate each of the agreements listed on Schedule 6.7(b)(17.2(b)(1) (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 immediately following the Closing. The Company shall use its reasonable endeavors , and (ii) to amend each of the agreements listed on Schedule 6.7(b)(27.2(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject in form and substance acceptable to prior review and approval by BuyerParent (acting reasonably). 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 none of Parent, the Company Company, the Surviving Corporation, the Surviving LLC or any of their Affiliates will not incur any claim, Liability under or obligation under in connection with any Terminated Agreement following the Closing Date. The Company shall be responsible for making any payments required to terminate the Terminated Agreements or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth Closing in the Closing Statement Payment Spreadsheet as Seller Expensesa Third Party Expense. In the event the Acquisition does Merger is not close consummated for any reason, none of Parent or Merger Sub or any of their respective Affiliates shall have any liability to the Company, its Affiliates, the Securityholders or any other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all costs, claims, Person for any Liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer)amendments.