Termination of Certain Agreements. Prior to the Closing, the Company shall terminate, or cause to be terminated, the agreements and arrangements set forth on 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, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contract.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Termination of Certain Agreements. Prior to the Closing, the The Company shall terminate, or cause to be terminated, the all agreements and arrangements set forth on Schedule 5.12 (the “Excluded Contracts”)6.15, such that the Company shall not have any liability following as of the Closing related to such Excluded Contracts. Each such termination shall include a release of the CompanyDate, as applicable, from any and all liabilities and obligations arising out ofthereunder shall have been satisfied (except to the extent that any such agreement provides for provisions that survive any termination thereof, or related to, in which case such Excluded Contractprovisions 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. Prior to the ClosingEffective Time, the Company shall have taken all actions necessary to terminate, or and shall cause to be terminated, the agreements and arrangements set forth each Contract listed on Schedule 5.12 (6.4 to the “Excluded Contracts”), extent such that Contract will not terminate in accordance with its terms in connection with 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, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contracttransactions contemplated by this Agreement.
Appears in 1 contract
Termination of Certain Agreements. Prior to the Closing, the The Company shall terminate, or cause to be terminated, the all agreements and arrangements set forth on Schedule 5.12 (the “Excluded Contracts”)6.9, such that the Company shall not have any liability following as of the Closing related to such Excluded Contracts. Each such termination shall include a release of the CompanyDate, as applicable, from any and all liabilities and obligations arising out ofthereunder shall have been satisfied (except to the extent that any such agreement provides for provisions that survive any termination thereof, or related to, in which case such Excluded Contractprovisions shall survive in accordance with the terms of the terminated agreements).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Inotiv, Inc.)
Termination of Certain Agreements. Prior to the ClosingEffective Time, the Company shall have taken all actions necessary to terminate, or and shall cause to be terminated, the agreements and arrangements set forth each Contract listed on Schedule 5.12 (6.3 to the “Excluded Contracts”), extent such that Contract will not terminate in accordance with its terms in connection with 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, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contracttransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (United Rentals North America Inc)
Termination of Certain Agreements. Prior to the Closing, the The Company shall terminate, or cause to be terminated, the all agreements and arrangements set forth on Schedule 5.12 (the “Excluded Contracts”)7.8, such that the Company shall not have any liability following as of the Closing related to such Excluded Contracts. Each such termination shall include a release of the CompanyDate, as applicable, from any and all liabilities and obligations arising out ofthereunder shall have been satisfied (except to the extent that any such agreement provides for provisions that survive any termination thereof, or related to, in which case such Excluded Contractprovisions shall survive in accordance with the terms of the terminated agreements).
Appears in 1 contract
Termination of Certain Agreements. Prior to the ClosingEffective Time, the Company shall take all actions necessary to terminate, or and shall cause to be terminated, the agreements and arrangements set forth in its entirety each Contract specified on Schedule 5.12 (the “Excluded Contracts”), such that the Company shall not have any 6.18 with no further liability following the Closing related to such Excluded Contracts. Each such termination shall include a release of the Company, as applicablethe Surviving Corporation or any other member of the Company Group in respect thereof, from any in each case pursuant to written agreements in form and all liabilities and obligations arising out of, or related to, such Excluded Contractsubstance reasonably satisfactory to Parent.
Appears in 1 contract
Termination of Certain Agreements. Prior to the Closing, the The Company Group shall terminate, or cause to be terminated, the all agreements and arrangements set forth on Schedule 5.12 (the “Excluded Contracts”)6.14, such that the Company shall not have any liability following as of the Closing related to such Excluded Contracts. Each such termination shall include a release of the CompanyDate, as applicable, from any and all liabilities and obligations arising out ofthereunder shall have been satisfied (except to the extent that any such agreement provides for provisions that survive any termination thereof, or related to, in which case such Excluded Contractprovisions shall survive in accordance with the terms of the terminated agreements).
Appears in 1 contract
Sources: Merger Agreement (Inotiv, Inc.)
Termination of Certain Agreements. Prior to the ClosingEffective Time, the Company shall have taken all actions necessary to terminate, or and shall cause to be terminated, the agreements and arrangements set forth each Contract listed on 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, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contract6.4.
Appears in 1 contract
Termination of Certain Agreements. Prior to At and as of the ClosingEffective Time, the Company shall terminate, terminate or cause to be terminated, any contract, transaction or arrangement between the agreements Company or any of its Subsidiaries, on the one hand, and arrangements any Related Party, on the other hand, to the extent set forth on 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, as applicable, from any 6.17 and all obligations and liabilities and obligations arising out of, thereunder shall have been satisfied or related to, such Excluded Contractwaived in full.
Appears in 1 contract
Sources: Merger Agreement (Jarden Corp)