Termination of Certain Agreements. At and as of the Effective Time, the Company shall terminate or cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived in full.
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Samples: Merger Agreement (Jarden Corp)
Termination of Certain Agreements. At and as of Prior to the Effective Time, the Company shall terminate or have taken all actions necessary to terminate, and shall cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, each Contract listed on the one hand, and any Related Party, on the other hand, Schedule 6.4 to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived such Contract will not terminate in fullaccordance with its terms in connection with the transactions contemplated by this Agreement.
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Termination of Certain Agreements. At and as of the Effective Time, the The Company shall terminate terminate, or shall cause to be terminated, any contractas of the Closing Date, transaction all Contracts between or arrangement between among the Company or any of its Subsidiaries, on the one hand, and the Principal Stockholder or the direct or indirect parent entities of the Principal Stockholder or any Related Partyinvestment fund affiliated with Clearlake Capital Group, L.P., on the other hand, to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder surviving the Effective Time shall have been satisfied be cancelled without payment or waived in fullany further liability on the part of the Company or any of its Subsidiaries.
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Samples: Merger Agreement (RPX Corp)
Termination of Certain Agreements. At and as of Prior to the Effective Time, the Company shall terminate or take all actions necessary to terminate, and shall cause to be terminated, any contract, transaction or arrangement between in its entirety each Contract specified on Section 5.13 of the Company Disclosure Letter with no further liability of the Company, the Surviving Corporation or any other Subsidiary of its Subsidiariesthe Company in respect thereof, on the one hand, in each case pursuant to written agreements in form and any Related Party, on the other hand, substance reasonably satisfactory to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived in fullParent.
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Termination of Certain Agreements. At and as of Prior to or at the Effective TimeClosing, the Company shall terminate or cause to be terminated, any contractpursuant to termination agreements in form and substance reasonably acceptable to Parent, transaction or arrangement each Contract between the Company or any of its Subsidiaries, on the one hand, and any Related PartyParty of the Company or any of its Subsidiaries, on the other hand, to other than the extent Contracts set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived in full5.17 (such Contracts to be so terminated, the “Terminated Related Party Contracts”).
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Samples: Merger Agreement (Green Dot Corp)
Termination of Certain Agreements. At and as of or prior to the Effective Time, the Company shall terminate terminate, or cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, to the extent Contracts set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived in fullSection 6.16 of the Company Disclosure Letter, with such termination(s) becoming effective no later than as of the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Akouos, Inc.)
Termination of Certain Agreements. At and as of the Effective TimeThe Company Group shall terminate, the Company shall terminate or cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, to the extent all agreements set forth on Schedule 6.17 6.14, as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied or waived (except to the extent that any such agreement provides for provisions that survive any termination thereof, in fullwhich case such provisions shall survive in accordance with the terms of the terminated agreements).
Appears in 1 contract
Samples: Merger Agreement (Inotiv, Inc.)
Termination of Certain Agreements. At and as of the Effective Time, the The Company shall terminate terminate, or cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, to the extent all agreements set forth on Schedule 6.17 6.9, as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied or waived (except to the extent that any such agreement provides for provisions that survive any termination thereof, in fullwhich case such provisions shall survive in accordance with the terms of the terminated agreements).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Inotiv, Inc.)
Termination of Certain Agreements. At and as of the Effective Time, the The Company shall terminate terminate, or cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, to the extent all agreements set forth on Schedule 6.17 7.8, as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied or waived (except to the extent that any such agreement provides for provisions that survive any termination thereof, in fullwhich case such provisions shall survive in accordance with the terms of the terminated agreements).
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Termination of Certain Agreements. At and as of Prior to the Effective Time, the Company shall terminate or take all actions necessary to terminate, and shall cause to be terminated, in its entirety each Contract specified on Schedule 6.18 with no further liability of the Company, the Surviving Corporation or any contract, transaction or arrangement between other member of the Company or any of its SubsidiariesGroup in respect thereof, on the one hand, in each case pursuant to written agreements in form and any Related Party, on the other hand, substance reasonably satisfactory to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived in fullParent.
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Termination of Certain Agreements. At and as of Prior to the Effective Time, the Company shall terminate or have taken all actions necessary to terminate, and shall cause to be terminated, any contract, transaction or arrangement between the Company or any of its Subsidiaries, each Contract listed on the one hand, and any Related Party, on the other hand, Schedule 6.3 to the extent set forth on Schedule 6.17 and all obligations and liabilities thereunder shall have been satisfied or waived such Contract will not terminate in fullaccordance with its terms in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (United Rentals North America Inc)