Cancellation of Certain Agreements. Each of the Contracts listed on Section 6.1.7 of the Disclosure Schedule shall have been terminated effective the Actual Bring-Down Date pursuant to documents in form and substance reasonably satisfactory to Parent.
Cancellation of Certain Agreements. The Target Companies and the Sellers hereby irrevocably: cancel and terminate the agreements listed in Section 7.13 of the Disclosure Schedule (each as may have been amended or modified subsequent to their respective initial effective dates) (the “Cancelled Agreements”), effective as of the times set forth in Section 7.13 with respect to each such Cancelled Agreement, unless such Cancelled Agreements shall be cancelled and terminated on their own terms in connection with the Closing, and consent to such cancellation and termination; agree and acknowledge that the Cancelled Agreements are null and void and of no further force and effect; release, waive and relinquish any and all rights each may have under the Cancelled Agreements; release each other from all obligations under the Cancelled Agreements; and waive any notice period or other requirement to amend or terminate the Cancelled Agreements.
Cancellation of Certain Agreements. Except as set forth in Section 4.34 of the Company Disclosure Schedule, the Company has terminated each of the agreements referred to therein, without any payment of consideration in any form by the Company and without further obligation under such agreement or arising from such termination, provided that such termination may be contingent on the consummation of the Merger so long as the Company does not make any further payment of consideration in any form while this Agreement is in effect, and provided further that nothing in this Section 4.34 shall preclude the Company from paying any consideration under any such agreement to the extent earned prior to the date hereof in accordance with the terms of such agreement.
Cancellation of Certain Agreements. The following agreements shall have been terminated and of no further force or effect and the Sellers shall provide evidence of such termination of the Registration Rights Agreement, dated as of February 28, 2002.
Cancellation of Certain Agreements. Each of the Contractual Obligations listed on Schedule 7.10 will have been terminated effective upon Closing pursuant to documents in form and substance satisfactory to Buyer.
Cancellation of Certain Agreements. Prior to the Closing Date, the Selling Parties shall cause the cancellation of the agreements listed in Schedule 5.8. The cancellation of the agreements listed in Schedule 5.8 will be done in such a manner that (i) each such agreement shall be of no further force and effect, (ii) no rights, duties, or obligations shall exist between the parties to each such agreement (or any other party) by virtue of such agreement and (iii) HIG and BBA shall have no rights, duties or obligations of any kind or nature on or after the Closing Date to any person with respect to such agreement. Any agreement(s) and other documents evidencing the transactions contemplated in this Section 5.8 shall be in form and substance reasonably satisfactory to HIG.
Cancellation of Certain Agreements. The Company shall have delivered evidence satisfactory to Parent of the cancellation of (i) the Fourth Amended and Restated Stockholders’ Agreement by and among the Company and certain stockholders dated September 2, 2003, (ii) the Third Amended and Restated Registration Rights Agreement by and among the Company and certain stockholders dated March 11, 2002, as amended by Amendment No. 1 thereto dated February 18, 2004 and (iii) all other similar agreements as reasonably requested by Parent.
Cancellation of Certain Agreements. Upon execution of this Agreement, the Shareholders and the Company hereby cancel, terminate and waive any rights in connection with (i) the Stock Redemption and Purchase Agreement dated as of March 1, 2004, by and among Xxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx and the Company, and (ii) the Amended and Restated Shareholders’ Agreement dated as of March 1, 2004, by and among the Shareholders and the Company.
Cancellation of Certain Agreements. The Company shall have delivered evidence satisfactory to Parent of the cancellation of agreements identified on Section 3.3(d) of the Company Disclosure Letter, or such agreements shall be cancelled pursuant to their terms upon the Effective Time.
Cancellation of Certain Agreements. The Company and the Seller shall have obtained and delivered to Purchaser the written cancellation of (i) all leases or other arrangements between Otsego and/or The New York, Susquehanna and Western Railway Corporation, on the one hand, and the Company and/or the Subsidiaries, on the other hand, including but not limited to arrangements which allow the use by the Company and/or the Subsidiaries of locomotives, vehicles and other equipment owned or controlled by Otsego or The New York, Susquehanna and Western Railway Corporation, (ii) all locomotive rebuilding programs, and (iii) the Administrative Services Agreement dated as of January 31, 1996 by and between the Company and Otsego, including in each case the termination and release of any
