Common use of Termination of Certain Agreements Clause in Contracts

Termination of Certain Agreements. At or prior to the Effective Time, the Company shall terminate, or cause to be terminated, the Contracts set forth on Section 6.16 of the Company Disclosure Letter, with such termination(s) becoming effective no later than as of the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Verve Therapeutics, Inc.), Merger Agreement (Akouos, Inc.)

Termination of Certain Agreements. At or prior to the Effective Time, the The Company shall terminate, or cause to be terminated, the Contracts all agreements set forth on Section 6.16 of the Company Disclosure LetterSchedule 6.15, with such termination(s) becoming effective no later than as of the Effective TimeClosing Date, and all liabilities thereunder shall have been satisfied (except to the extent that any such agreement provides for provisions that survive any termination thereof, in which case such provisions shall survive in accordance with the terms of the terminated agreements).

Appears in 2 contracts

Sources: Merger Agreement (Bendele Phillip), Merger Agreement (Inotiv, Inc.)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts agreements and arrangements set forth on Section 6.16 Schedule 5.12 (the “Excluded Contracts”), such that the Company shall not have any liability following the Closing related to such Excluded Contracts. Each such termination shall include a release of the Company Disclosure LetterCompany, with as applicable, from any and all liabilities and obligations arising out of, or related to, such termination(s) becoming effective no later than as of the Effective TimeExcluded Contract.

Appears in 2 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Termination of Certain Agreements. At Prior to or prior to the Effective Timeat Closing, the Company shall terminate, or cause to be terminated, and deliver to ExamWorks written evidence of termination, of the Contracts agreements and arrangements set forth on Section 6.16 Schedule 7.16 (the “Terminated Agreements”), such that the Company shall not have any liability following the Closing related to such Terminated Agreements, and no Person (other than ExamWorks) shall have any rights with respect to the Company’s capital stock. Each such termination shall include a release of the Company Disclosure Letterfrom any and all liabilities and obligations arising out of, with or related to, such termination(s) becoming effective no later than as of the Effective TimeTerminated Agreement.

Appears in 1 contract

Sources: Merger Agreement (ExamWorks Group, Inc.)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts agreements and arrangements set forth on Section 6.16 Exhibit 6.14 (the “Excluded Contracts”), such that none of the Company Disclosure LetterAcquired Entities or the Purchaser shall have any liability following the Closing related to such Excluded Contracts. To the extent practicable in the exercise of commercially reasonable efforts, with each such termination(s) becoming effective no later than as termination shall include a release of the Effective TimeAcquired Entities, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contract.

Appears in 1 contract

Sources: Stock Purchase Agreement (Bassett Furniture Industries Inc)

Termination of Certain Agreements. At or prior Prior to the Effective Time, the Company shall have taken all actions necessary to terminate, or and shall cause to be terminated, each Contract listed on Schedule 6.4 to the Contracts set forth on Section 6.16 of extent such Contract will not terminate in accordance with its terms in connection with the Company Disclosure Letter, with such termination(s) becoming effective no later than as of the Effective Timetransactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Chart Industries Inc)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, with no further liability to Buyer or cause to the Group Companies (other than those that constitute Transaction Expenses that will be terminatedborne entirely by Seller), the all Contracts that are set forth on Section 6.16 in Schedule 6.10 and provided to Buyer evidence of the Company Disclosure Letter, with such termination(s) becoming effective no later than as of the Effective Timetermination in a customary form.

Appears in 1 contract

Sources: Stock Purchase Agreement (Zebra Technologies Corp)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts agreements and arrangements set forth on Section 6.16 Part 4.7 of the Disclosure Schedule (the “Excluded Contracts”), such that the Company Disclosure Letter, with shall not have any liability following the Closing related to such termination(s) becoming effective no later than as Excluded Contracts. Each such termination shall include a release of the Effective TimeCompany, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contract.

Appears in 1 contract

Sources: Purchase Agreement (Signature Group Holdings, Inc.)

Termination of Certain Agreements. At Prior to or prior to the Effective Timeat Closing, the Company shall terminate, or cause to be terminated, and deliver to Parent written evidence of termination, of the Contracts agreements and arrangements set forth on Section 6.16 Schedule 7.16 (the “Terminated Arrangements”), such that the Company shall not have any liability following the Closing related to such Terminated Arrangements, and no Person (other than Parent) shall have any rights with respect to the Company’s capital stock. Each such termination shall include a release of the Company Disclosure Letterfrom any and all liabilities and obligations arising out of, with or related to, such termination(s) becoming effective no later than as of the Effective TimeTerminated Arrangement.

Appears in 1 contract

Sources: Merger Agreement (Sciele Pharma, Inc.)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts agreements and arrangements set forth on Section 6.16 SCHEDULE 5.13 (the “Excluded Contracts”), such that the Company shall not have any liability following the Closing related to such Excluded Contracts. Each such termination shall include a release of the Company Disclosure LetterCompany, with as applicable, from any and all liabilities and obligations arising out of, or related to, such termination(s) becoming effective no later than as of the Effective TimeExcluded Contract.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts each Contract set forth on Section 6.16 Schedule 7.2(e) without any further liability or obligation of the Company Disclosure Letter, with such termination(s) becoming effective no later than as or any of the Effective Timeits Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Darden Restaurants Inc)

Termination of Certain Agreements. At or prior Prior to the Effective TimeClosing, the Company shall terminate, or cause to be terminated, the Contracts agreements and arrangements set forth on Section 6.16 Exhibit 4.11 (the “Excluded Contracts”), such the Company shall not have any liability following the Closing related to such Excluded Contracts. Each such termination shall include a release of the Company Disclosure LetterCompany, with as applicable, from any and all liabilities and obligations arising out of, or related to, such termination(s) becoming effective no later than as of the Effective TimeExcluded Contract.

Appears in 1 contract

Sources: Stock Purchase Agreement (Signature Group Holdings Inc)