Termination of Affiliate Arrangements Sample Clauses

Termination of Affiliate Arrangements. At or prior to the Closing, Sellers and their respective Affiliates shall terminate or cancel (and pay, release, satisfy or otherwise discharge all Liabilities of any kind under) all of the Affiliate Contracts listed in Section 4.24(b) of the Disclosure Schedules without any Liability to any Company Entity thereunder that survives the Closing.

Termination of Affiliate Arrangements. On or prior to the Closing Date, the Company shall cause all obligations or contracts, any Employee Benefit Plans or other employment or employment-related agreements between any Affiliated Party, on the one hand, and any member of the Company Group, on the other hand, set forth on Schedule 6.24 of the Disclosure Schedules, to be settled or otherwise eliminated or terminated, as applicable, and cancelled in full, effective as of the Closing, with no consideration or any further liability or obligation to Buyer or any of its Affiliates (including the Company Group) thereunder.

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 5.16(a) of the Seller Disclosure Letter, Seller and its controlled Affiliates (other than the Acquired Companies), on the one hand, and the Acquired Companies, on the other hand, shall eliminate by payment, settlement, netting, capitalization, set off, cancellation, forgiving, release or otherwise in a manner that is reasonably satisfactory to Buyer any obligations or liabilities under the Intercompany Accounts between or among such parties , in each case, such that the Acquired Companies, on the one hand, and Seller and its Affiliates (other than the Acquired 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 Acquired Companies)) in respect of such Intercompany Accounts following the Closing and (b) except for the Contracts set forth in Section 5.16(b) of Seller Disclosure Letter, the Affiliate Agreements shall be terminated in their entirety and shall be without any further force or effect, without any further obligations or liabilities of Seller and its controlled Affiliates (other than the Acquired Companies), on the one hand, and Buyer or any of its Affiliates (including, following the Closing, the Acquired Companies), on the other hand, following the Closing by termination agreements in form and substance reasonably satisfactory to Buyer. Notwithstanding the foregoing, intercompany accounts and balances solely between or among any of the Acquired Companies shall not be affected by this Section 5.16.

Termination of Affiliate Arrangements. Except with respect to the Contracts set forth on Schedule 5.1, at or prior to the Closing, the Company and its Subsidiaries shall have terminated all Contracts with Affiliates and Related Parties without any Liability or obligation on the part of the Company or any of its Subsidiaries.

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. 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. Except as set forth on Schedule 6J of the Company Disclosure Letter, prior to the Closing, Seller shall, and shall cause the Non-Company Affiliates to, take such actions as may be necessary to terminate, sever or assign to Seller or a Non-Company Affiliate (in each case with appropriate mutual releases) (with all of the foregoing in form and substance reasonably satisfactory to Buyer) effective upon or before the Closing all Contracts between the Company or any of its Subsidiaries, on the one hand, and Seller or any Non-Company Affiliate, on the other hand (such terminated, severed or assigned Contracts in form and substance reasonably satisfactory to Buyer, collectively, the “Terminated Affiliate Arrangements”). Prior to the Closing, (a) any amounts due and owing by the Company or any of its Subsidiaries to any Affiliate of the Company or of any of its Subsidiaries shall be paid in full and (b) any amounts due and owing to the Company or any of its Subsidiaries by any Affiliate of the Company or of any of its Subsidiaries shall be paid in full.

Termination of Affiliate Arrangements. Each Burro Party and its Subsidiaries shall exercise commercially reasonable efforts to terminate with no continuing obligations or liabilities all Affiliate Agreements other than (i) the Affiliate Agreements set forth on Section 5.16 of the Burro Disclosure Letter and (ii) any Transaction Agreement.

Termination of Affiliate Arrangements. Except as contemplated by this Agreement or as set forth in Schedule 7.13 hereto, on or prior to the Closing Date, the Company and each Subsidiary shall have repaid or otherwise settled all of their outstanding Indebtedness and all other liabilities owing to any holder of Company Shares or any Affiliate thereof, and each holder of Company Shares, and each Affiliate thereof shall have repaid or otherwise settled all of their outstanding Indebtedness and satisfied all of their other liabilities owed to the Company or any Subsidiary. All agreements between the Company or a Subsidiary, on the one hand, and a holder of Company Shares, or any of their respective Affiliates, on the other hand, other than agreements listed on Schedule 7.13 shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied.