Termination of the Existing Agreements Sample Clauses

Termination of the Existing Agreements. 1.1. The Parties hereby agree that the Existing Agreements shall be irrevocably and unconditionally terminated and shall cease to have any further force or effect immediately upon the date hereof. 1.2. Each Party (a) acknowledges and confirms that none of the Parties nor any of their respective affiliates, shareholders, directors, officers or employees has any outstanding rights, benefits, obligations or liabilities under, pursuant to or arising from either of the Existing Agreements and (b) irrevocably and unconditionally releases and forever discharges each of the other Parties, such other Party’s affiliates, shareholders, directors, officers and employees from any and all duties, obligations and liabilities under, pursuant to or arising from either of the Existing Agreements.
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Termination of the Existing Agreements. Each party to this Agreement agrees that each Existing Agreement to which it is a party is hereby terminated; provided, however, that any obligations of that party that arose under an Existing Agreement prior to its termination and any rights of the other parties that arose under an Existing Agreement prior to its termination shall survive the termination of the Existing Agreements.
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Termination of the Existing Agreements. Effective as of the Closing: (a) the Development Agreement is terminated and cancelled in its entirety by the parties pursuant to Section 10.2(a) of the Development Agreement, except for Articles 2, 3, 8, 9, 12, 13, 14, and 15 and Sections 10.1 and 10.3 of the Development Agreement which shall survive termination as per the terms of the Development Agreement (but shall no longer apply to the Lipase Project Enzyme, the Purchased Patents, the Resultant Patents, or the Purchased Know-How), and upon such termination the Development Agreement (other than such identified surviving Articles and Section) shall have no further force or effect and none of the parties thereto shall have any further rights or obligations with respect thereto; and (b) the Strategic Collaboration Agreement is terminated and cancelled in its entirety by the parties pursuant to Section 12.2.1 of the Strategic Collaboration Agreement, except for Articles 2, 6, 7, 8, 11, 16, and 17 and Sections 5.7, 9.5, 10.1, 12.1, 14.1, and 15.1 of the Strategic Collaboration Agreement which shall survive termination as per the terms of the Strategic CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Collaboration Agreement (but shall no longer apply to the Lipase Project Enzyme, the Purchased Patents, the Resultant Patents, and the Purchased Know-How), and upon such termination the Strategic Collaboration Agreement (other than such identified surviving Articles and Section) shall have no further force or effect and none of the parties thereto shall have any further rights or obligations with respect thereto. If there is any conflict or inconsistency between the provisions of the surviving Articles and Sections of an Existing Agreement and the provisions of any Transaction Document, then the provisions of the Transaction Documents shall prevail. For clarity, the Lipase Project Enzyme, the Purchased Patents, the Resultant Patents, and the Purchased Know-How, and Xxxxx’s corresponding interest in the Lipase Project Enzyme and such Purchased Patents, Resultant Patents, and Purchased Know-How under the Existing Agreements, shall cease to constitute Joint Patents or Jointly Owned Inventions under any Existing Agreement and cease to be subject to the terms of the Existing Agreements (including the provisions thereof surviving the termination thereof) and, as...
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Termination of the Existing Agreements. Except as provided herein:
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Termination of the Existing Agreements. Each Holder hereby acknowledges and agrees that each agreement relating to the Existing Securities set forth on Schedule A attached hereto (the “Existing Agreements”) shall be terminated upon the completion of the Exchange on the Closing Date. For the avoidance of doubt, upon the completion of the Exchange on the Closing Date, each such Existing Agreement shall be null and void and of no effect whatsoever, and the parties to each Existing Agreement shall have no obligations thereunder.
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Related to Termination of the Existing Agreements

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Amendment of the Existing Credit Agreement In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree that, subject to the satisfaction of the conditions precedent set forth in clause 3.1, the Existing Credit Agreement shall, with effect on and from the Amendment Effective Date, be (and it is hereby) amended in accordance with the amendments set out in Schedule 3 and (as so amended) will continue to be binding upon each of the Borrower and the Finance Parties in accordance with its terms as so amended.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • of the Existing Credit Agreement Subsection 6.4(iii) of the Existing Credit Agreement is hereby amended and restated to read as follows:

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Amendments to the Existing Credit Agreement Upon, and subject to, the satisfaction or waiver in accordance with Section 9.02 of the Existing Credit Agreement of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended as follows: (a) The following new definition is included in Section 1.01 of the Existing Credit Agreement in the proper alphabetical order as follows:

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination and Substitution of Servicing Agreements Upon the occurrence of any event for which a Servicer may be terminated pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver to the Seller and the Trustee an Officer's Certificate certifying that an event has occurred which may justify termination of such Servicing Agreement, describing the circumstances surrounding such event and recommending what action should be taken by the Trustee with respect to such Servicer. If the Master Servicer recommends that such Servicing Agreement be terminated, the Master Servicer's certification must state that the breach is material and not merely technical in nature. Upon written direction of the Master Servicer, based upon such certification, the Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the foregoing, in the event that (i) WFHM fails to make any advance, as a consequence of which the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee provides WFHM written notice of the failure to make such advance and such failure shall continue unremedied for a period of 15 days after receipt of such notice, the Trustee shall terminate the WFHM Servicing Agreement without the recommendation of the Master Servicer. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of such Servicing Agreement at the direction of the Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by such Servicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

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