Termination of the Agreements. The Parties hereby agree that, effective and conditioned upon the Closing (as defined in the Selling Stockholder Purchase Agreement), each of the Investment Agreements and the Registration Rights Agreement shall be terminated in their entirety and shall be of no further force or effect, with no further action required by any party thereunder and the Parties will have no further rights, interests or obligations under any of the Investment Agreements or the Registration Rights Agreement. For the avoidance of doubt, notwithstanding any provision to the contrary set forth in the Investment Agreements or the Registration Rights Agreement, all (i) representations made by the Company in such agreements; (ii) all obligations of the Company to indemnify any Person pursuant to any such agreements; and (iii) any other obligations of the Company pursuant to any of the Investment Agreements or the Registration Rights Agreement shall be terminated and of no further effect upon the Closing (as defined in the Selling Stockholder Purchase Agreement).
Termination of the Agreements. At the time of the Merger and upon the conversion, directly or indirectly, of all of the Series D Shares into capital stock of JFAX and, if applicable, warrants to acquire shares of the capital stock of JFAX as set forth in Section 4(p) of the Series D Exchange Agreement and the exchange of the Series A Warrants for the New JFAX Warrants in accordance with the terms of this Agreement, the Series A Purchase Agreement, the Series A Registration Rights Agreement, the Exchange Agreement and the Series D Exchange Agreement (except for Section 4(r) thereof) will terminate.
Termination of the Agreements. As of the Closing Date and upon Closing, each of the members of the MC Group and of the RCN Group, hereby expressly, irrevocably and unconditionally agree to terminate and leave without any further legal effect, each of the MC-RCN Corporate Agreements, including any other agreement, contract or understanding related to the foregoing other than the Stock Purchase Agreement and this Settlement Agreement.
Termination of the Agreements. (a) Except as provided in section 1(b), effective as of the date of this agreement (the "Termination Date"), each of the Agreements shall be terminated and shall be of no continuing force or effect, and the rights and obligations of Orphan and Chronimed under each of the Agreements shall become null and void. The cystadane agreement, dated October 11, 1996, between Orphan and Chronimed (the "Cystadane Agreement") shall not be regarded as one of the Agreements and shall continue in full force and effect after the Termination Date.
Termination of the Agreements. The Company and the Executive each acknowledge and agree that the Executive’s employment with the Company and its Affiliates shall terminate as of the Termination Date, and that the Agreements shall terminate and be of no further force and effect as of the Termination Date. For purposes of this Agreement, the term “Affiliate” includes all of the Company’s direct and indirect subsidiaries and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall not terminate any indemnification rights the Executive may have as a former officer or director of the Company or its Affiliates under the Company’s Articles of Incorporation or Bylaws, or effect any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its Affiliates in accordance with the terms of such policy (collectively, “Indemnification Rights and D&O Insurance Benefits”).
Termination of the Agreements. Each of the parties agree that at or prior to the Closing Date, the Merger Agreement, the Escrow Agreement, the Registration Rights Agreement, the Non-Compete Agreements, and the Employment Agreements will be terminated and that a termination and release agreement with respect to each of such agreements will be executed, substantially in the forms attached hereto as EXHIBIT A (Merger Agreement), EXHIBIT B (Escrow Agreement), EXHIBIT C (Registration Rights Agreement), EXHIBIT D (Non-Compete Agreement) and EXHIBIT E (Employment Agreement).
Termination of the Agreements. 7.1 Schedule A of this General Agreement may be terminated at any time by the agreement of the Chief Constables with the approval of their Police Authority.
Termination of the Agreements. The City and LLC expressly acknowledge and agree that the DA is hereby terminated. The City and TNTC expressly acknowledge and agree that the Naming Rights Agreement is hereby terminated. All Parties acknowledge that it is their individual responsibility to execute and return to the City this Agreement and the appropriate Exhibits, and that it is the City’s responsibility to record the executed Exhibits.
Termination of the Agreements. The parties hereby agree that the Agreements and any and all licenses and other rights granted by Salix to Astra thereunder have terminated in their entirety, effective as of the date hereof; provided, however that Astra's obligations of confidentiality and non-use set forth in Section 20.1 of the Co-Participation Agreement shall survive for a period of ten (10) years from the date hereof.
Termination of the Agreements. 1.1 Pursuant to Section 12.1(a) of the MERGER AGREEMENT, the Parties hereby agree that the MERGER AGREEMENT shall terminate with immediate effect as of the date hereof, except for Section 9.5 (Confidentiality) of the MERGER AGREEMENT which shall continue in full force and effect, and that the Sellers, the Company and Merger Sub shall have no further rights or obligations, other than as provided for in this Agreement, towards each other under or in relation to the MERGER AGREEMENT.
