![]() On or before the Closing Date, except as provided for in this Agreement, the Aria Agreement and any Ancillary Agreements, the Company shall take all actions necessary to cause all Liabilities and obligations of the Group Companies under any Affiliated Transaction to be terminated in full without any further force and effect and without any cost to or other Liability to or obligations of any Group Company or the Buyer.Ĭollaboration Agreement has the meaning set forth in the Recitals. The Buyer Parties were formed solely for the purpose of engaging in the transactions contemplated hereby, other than entry into this Agreement or the Aria Agreement, has not conducted any business activities, and has no assets or Liabilities other than those incident to its formation.Īrchaea shall indemnify RAC to the extent of any damages of RAC arising from the last sentence of Section 6.20 of the Aria Agreement. ![]() Notwithstanding anything to the contrary, the Company shall be entitled to without any further action by any Person cancel Class A Units of the Archaea Holders or the Aria Holders to the extent required pursuant to the respective terms of Section 2.3(d)(ii) of the Archaea Agreement and Section 2.4(d)(ii) of the Aria Agreement, as applicable. Gradient, Divergence, Curl- definitions, physical meaning, and operations, Laplacian, Line, Surface, and Volume integrals. RAC will keep Archaea informed on a reasonable basis and in reasonable detail of the status of its efforts to consummate, and the status of, the transactions contemplated by the Aria Agreement, and will provide Archaea, as promptly as reasonably practicable upon request, with updates as to the status and timing of the transactions contemplated by the Aria Agreement. RAC will not amend, modify, supplement, agree to the termination of or waive any of the conditions to the Aria Agreement or any other material provision of, or remedies under, the Aria Agreement without Archaea’s consent, which shall not be unreasonably withheld. RAC will notify Archaea promptly and in any event within twenty-four hours upon having Knowledge (which definition of Knowledge shall, for purposes of this Section 6.19, not include an obligation of reasonable inquiry) of any notice of breach or of threatened breach (written or otherwise) received or delivered by RAC or any notice of termination or of threatened termination (written or otherwise) of the Aria Agreement received or delivered by RAC.
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