Termination of Affiliate Arrangements. All Contracts between the Company or any of its Subsidiary, on the one hand, and Stockholder or any Related Person of the Company, on the other hand, other than those agreements set forth on Section 6.17 of the Company Disclosure Letter, any Company Plans and any Statutory Plans shall be terminated without any consideration or further liability and without the need for any further documentation, immediately prior to the Closing.
Termination of Affiliate Arrangements. Effective as of the Closing, but subject to the occurrence of the Closing, (a) except for the Intercompany Accounts set forth on Section 5.17(a) of the Parent Disclosure Letter and except as otherwise set forth in the Transition Services Agreement, Parent and its controlled Affiliates (other than the Business Companies), on the one hand, and the Business Companies, on the other hand, shall eliminate by payment, settlement, netting, capitalization, set off, cancellation, forgiving, release or otherwise any obligations or liabilities under the Intercompany Accounts between or among such parties, in each case, such that the Business Companies, on the one hand, and Parent and its Affiliates (other than the Business Companies), on the other hand, do not have any further liability to one another (and without any costs or other liabilities of Buyer or any of its controlled Affiliates (including, following the Closing, the Business Companies)) in respect of such Intercompany Accounts following the Closing and (b) except for the Fusion License Agreement, the Contracts set forth on Section 5.17(b) of the Parent Disclosure Letter and except as otherwise set forth in the Transition Services Agreement, the Affiliate Contracts shall be terminated in their entirety and shall be without further force or effect, without any further obligations or liabilities of Parent or any of its controlled Affiliates (other than the Business Companies), on the one hand, and Buyer or any of its controlled Affiliates (including, following the Closing, the Business Companies), on the other hand, following the Closing. Notwithstanding the foregoing, intercompany accounts and balances solely between or among any of the wholly-owned Business Companies shall not be affected by this Section 5.17; provided, that the aggregate intercompany accounts and balances between the Business Companies immediately after the Closing will not exceed $10,000,000 (and provided that for purposes of applying such $10,000,000 limit, intercompany accounts and balances between two Business Companies organized in the same jurisdiction shall not be taken into account).
Termination of Affiliate Arrangements. All agreements set forth on Schedule 3.07 shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall be canceled without payment or any further liability on the part of the Company or any of its Subsidiaries other than obligations or liabilities incurred or accrued as of the Closing Date.
Termination of Affiliate Arrangements. As of immediately prior to the Closing, the Company shall take all actions necessary to cause any Affiliate Agreement, other than those set forth on Schedule 6.06 (which shall continue to be in effect following the Closing), to be terminated without any further force and effect and with no further liability thereunder to the Company or its Subsidiaries and without any liability or other obligation to the Company and its Subsidiaries following the Closing.
Termination of Affiliate Arrangements. All Contracts between an Acquired Company, on the one hand, and any of their respective Affiliates, on the other hand, other than any Contracts (a) listed on Section 5.15 of the Sellers Disclosure Schedules or (b) to which only the Affiliates of Acquired Companies (other than the Acquired Companies) are party, shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall be deemed to have been satisfied.
Termination of Affiliate Arrangements. Prior to the Closing but conditioned upon the Closing, except for this Agreement and any indemnity, contribution, sellers’ representative or other agreements entered among the Sellers (and not the Company) in connection with the transactions contemplated hereby, each Company Party shall terminate, or cause to be terminated, any Contract(s) between any Company Party, on the one hand, and any director or officer of any Company Party, any Seller or Owner, or any Affiliate of such Seller or Owner, on the other hand, in full without any consideration or further liability to any Company Party, and the Company shall deliver to Buyer evidence of such termination in a form reasonably acceptable to Buyer.
Termination of Affiliate Arrangements. (a) Except (i) as otherwise contemplated by the Ancillary Agreements and (ii) as set forth in Schedule 5.10(a), Seller shall, and shall cause its Affiliates (including the Acquired Companies) to, take such action as may be necessary to terminate, prior to or concurrently with the Closing, all Contracts solely between Seller or one or more of its Affiliates (other than the Acquired Companies), on the one hand, and an Acquired Company, on the other hand.
Termination of Affiliate Arrangements. All agreements between the Company and its Affiliates (other than its Subsidiaries), other than agreements listed on Schedule 5.11, shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall be canceled without payment or any further liability on the part of the Company or any of its Subsidiaries except for the Employee Retention Bonus Plan described in Section 5.3(R).
Termination of Affiliate Arrangements. All contracts and agreements between an Acquired Company, on the one hand, and the Sellers and their Affiliates, on the other hand, other than any contracts to which only Acquired Companies are party, shall be terminated on or immediately prior to the consummation of the Closing, and all obligations and liabilities thereunder shall be deemed to have been satisfied
Termination of Affiliate Arrangements. All Contracts between the Company or a Subsidiary of the Company, on the one hand, and any of their respective Affiliates, on the other hand, other than (a) the Contracts listed on Schedule 5.09(d), (b) Contracts referred to in Section 5.08 and (c) Contracts solely between the Company and one or more of its Subsidiaries or between or among its Subsidiaries, shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied (except to the extent that any such agreement contains provisions which provide for the survival of such provisions following the termination of such agreement, in which case such provisions shall survive such termination in accordance with their respective terms).
