Relationship with the Sellers. 7.14.1 After Closing, no Seller will have any claims of any kind against the Company and the Company is not indebted in any way towards any of the Sellers. 7.14.2 After Closing there will be no agreements or arrangements between the Company and any of the Sellers, no liabilities or obligations (contingent or otherwise) owed by the Company in respect of any of the Sellers, and no guarantees or similar commitments issued by the Company for obligations owed by any of the Sellers.

Relationship with the Sellers. (a) Except for any contracts of employment and for any agreements entered into in connection with the Transaction, there are no agreements or arrangements between the Sellers or any of their Affiliates, on the one hand, and any of the Target Group Companies, on the other hand, which will survive the Closing. (b) There are no guarantees or similar commitments issued by any of the Target Group Companies for the obligations of the directors of any Target Group Company, any Seller or Seller Affiliate or any Connected Person to any of the foregoing. The Specific Accounting Policies include the following: 1. there shall be no closing statement on the Closing Date;

Relationship with the Sellers. The Sellers are not a party to any agreements with Beat Ent; and there are no guarantees, indemnity arrangements, letters of comfort, financial commitments or similar between the Sellers, on the one hand, and Beat Ent, on the other hand, or for the benefit of the Sellers or Affiliate of the Sellers.

Relationship with the Sellers. At the Completion Date there will not be any outstanding indebtedness, Debt or other liability (actual or contingent) owing by any of the Companies to the Guarantors or any related persons of the Guarantors as referred to in the Sellers' Group definition, any director or officer of any of the Companies, nor will there any indebtedness, Debt or other liability (actual or contingent) owing to the Companies by any such person. To the Guarantors' Knowledge, there will not be any outstanding indebtedness, Debt or other liability (actual or contingent) owing by any of the Companies to the other Sellers, or any member of such Sellers' Group, nor will there be any indebtedness, Debt or other liability (actual or contingent) owing to the Companies by any such person.

Relationship with the Sellers. (a) The Sellers do not legally or beneficially own or lease any asset exclusively used by any Group Company with respect to the Business. (b) Other than in their employment capacity (if any), no Group Company is dependent in any way on the Sellers or support or services of any nature. (c) Immediately following Completion there shall be no obligations or commitments whatsoever outstanding between any Seller and any Group Company.

Relationship with the Sellers. 4.11.1 As of Closing, no Seller shall have any claim of any kind against any Group Member except (as the case may be) for any agreed remuneration in his or her capacity of employee or director in the Group Member, and vice versa. 4.11.2 Except as set forth in Exhibit 4.11.2 and except for such ordinary arrangements, liabilities and obligations, which have been made or incurred by any of the Sellers in their capacity as employee or director of any Group Member, there exist no agreements or arrangements between any Group Member on the one hand and the Sellers on the other hand, no liabilities and obligations (contingent or otherwise) owed by any Group Member in respect of the Sellers and no guarantees or similar commitments issued by any Group Member for obligations owed by any of the Sellers. 4.11.3 No payments of any kind, including but not limited to dividends and management charges, have been made by any Group Member to the Sellers after the Balance Sheet Date, or will be made prior to the Closing Date, save for payments under contracts or arrangements made on normal commercial conditions in the ordinary course and thus on arm's length basis.

Related to Relationship with the Sellers

Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
Relationship with the Lenders (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).
Termination of Relationship with the Company If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.
Service with the Company During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board or the President shall reasonably assign to him from time to time.
Employment with the Company While Executive is employed by the Company during the Term, Executive shall be employed as the Chief Financial Officer of the Company, and such other titles as the Company may designate, and shall perform such duties and responsibilities as the Company shall assign to him from time to time, including duties and responsibilities relating to the Company's wholly-owned and partially owned subsidiaries and other affiliates.
Competition with the Company Until termination of his employment and for a period of one year commencing on the date of termination, the Executive (individually or in association with, or as a shareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded enterprise provided as long as the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.
Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
Cooperation with the Company The Executive agrees [a] to be reasonably available to answer questions for the Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was responsible while employed by any Group Member and [b] to cooperate with the Group (and with each Group Member) during the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the Executive has knowledge or information. For purposes of this Agreement, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the need for subpoena or assurances by the Group (or any Group Member), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.
Continuous Relationship with the Company Required Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).
Filings with the NYSE The Company will timely file with the NYSE all material documents and notices required by the NYSE of companies that have or will issue securities that are traded on the NYSE.

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