Common use of Modified Agreements Clause in Contracts

Modified Agreements. The Company shall use commercially reasonable efforts to modify each of the agreements listed on Schedule 7.2(g) hereto (the “Modified Agreements”) as reasonably directed by the Parent effective as of the Closing, so that the required modifications are in effect immediately following the Closing. The Company shall be responsible for making any payments required in connection with the Modified Agreements and shall indemnify, defend, protect and hold harmless Parent and the Company (as it exists after Closing) from all Losses arising from the same and shall reflect such payment or other Liability incurred by any Acquired Entity as of the Closing Date or anticipated to be incurred or payable after the Closing on the Statement of Expenses. In the event the Acquisition does not close for any reason, neither Parent nor Buyer shall have any Liability to any Acquired Entity, any Company Stockholder or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such modifications.