Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Subject to the foregoing, from and after the Effective Time, the Surviving Corporation (as defined below) shall possess and be vested with all rights, privileges, immunities, powers and franchises and be subject to all the obligations, restrictions, disabilities, liabilities, debts and duties of the Company and Merger Sub. From and after the Effective Time, the Company shall continue as the surviving corporation in the Merger (the Company, as the surviving corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease.

Termination of this Agreement shall be without prejudice to any rights and obligations arising out of or in connection with this Agreement which have vested, matured or accrued prior to such termination.

No Third Party Rights or Obligations. No provision of this Agreement shall be deemed or construed in any way to result in the creation of any rights or obligation in any Person not a Party to this Agreement. However, Licensee may decide, in its sole discretion, to use one or more of its Affiliates to perform its obligations and duties hereunder, provided that Licensee shall remain liable hereunder for the performance by any such Affiliates of any such obligations.

to grant to the Distributor the right, at its own cost and expense, to have its employees or designees perform continual inspections of the Products purchased by the Distributor and to conduct periodic quality control testing of same for a period of 12 months following delivery so as to ensure proper performance of the purchased Products. All deficiencies noted in the initial and any subsequent inspections of the Products shall be immediately brought to the attention of the Principal, with the Principal to immediately exercise a good faith effort to remedy all defects in a commercially reasonable fashion. The Distributor shall have the right to reject Products upon initial inspection and at any time during the 12 months following delivery of same should a post installation defect arise. If the Principal fails to cure any defect or provide a replacement machine within 30 days of notice of a defect, the Principal shall immediately refund the purchase price of the defective Product to the Distributor within five business days of demand therefor by the Distributor;

to devote the necessary time and attention to introducing capable clients requiring the Products, and not to engage in any business or activity that will prevent or hinder the Principal from providing the Products;

Party A shall publish the advertising and ensure normal operation of servers according to the advertising contract.

Party B shall try to expand the advertising market and identify advertising clients for Party A during the term hereof according to the principles of good faith and mutual benefit.

Earned and Accrued Payments. The foregoing notwithstanding, upon the termination of the Executive’s employment at any time, for any reason, the Executive shall be paid all amounts that had already been earned and accrued as of the time of termination, including but not limited to # any bonus that had been earned but not yet paid; and # reimbursement for any business expenses accrued in accordance with [Subsection 3(e)].

Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the outstanding Revolving Loans and Refinancing Tranche A Term Loan as of Effective Date for the benefit of the Lenders immediately before giving effect to this Amendment.

any Consolidated Entity of the Parent may merge with the Parent or any other Consolidated Entity, provided that when merging with the Parent, the Parent shall be the continuing or surviving Person, provided further that when the Borrower, any Guarantor or any Co-Borrower is merging with another Consolidated Entity of the Parent, the Borrower, such Guarantor or Co-Borrower, as applicable, shall be the continuing or surviving Person or the surviving entity shall assume all guarantee obligations of the Guarantor and, if applicable, all obligations of such party as a Co-Borrower simultaneously with such merger;