Termination of Affiliate Arrangements. All Contracts between an Acquired Company, on the one hand, and any stockholder or any of their respective Affiliates or any officer, director, or employee of such stockholder or Affiliate, on the other hand, other than any Contracts (a) listed in Section 6.12 of the Company Disclosure Schedules or (b) to which only Acquired Companies are party, shall be terminated as of the Closing Date, and all obligations and Liabilities thereunder shall be deemed to have been fully satisfied, released and discharged.
Termination of Affiliate Arrangements. All contracts between a member of the Company Group, on the one hand, and any Seller or any Related Party of the Company Group, on the other hand, other than those set forth on Schedule 7.17, shall be terminated without any 71 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 5.16(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. 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. 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 V.6 (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 any Company Entity and without any liability or other obligation to the Company following the Closing.
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.
(b) Except for intercompany obligations arising from Contracts set forth in Schedule 5.10(b), Seller shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that, prior to or concurrently with the Closing, each Acquired Company, on the one hand, and Seller and its Affiliates (other than the Acquired Companies), on the other hand, shall settle, discharge, offset, pay or repay in full all Intercompany Payables and Intercompany Receivables, regardless of their maturity, for the amount due (including any accrued and unpaid interest to but excluding the date of payment), fees and other amounts due or outstanding thereunder.
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).
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 5.7 hereto, on or prior to the Closing Date, the Company shall have repaid or otherwise settled all of their outstanding Indebtedness and satisfied all of their other liabilities owed to Seller or its Affiliates (other than the Company) and Seller and its Affiliates shall have repaid or otherwise settled all of their outstanding Indebtedness and satisfied all of their other liabilities owed to the Company. All agreements between the Company and Seller or its Affiliates, other than agreements and agreements listed on Schedule 5.7, shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied.
