Common use of Termination of Affiliate Arrangements Clause in Contracts

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. 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(a5.17(a) of the Seller Parent Disclosure LetterLetter and except as otherwise set forth in the Transition Services Agreement, Seller Parent and its controlled Affiliates (other than the Acquired Business Companies), on the one hand, and the Acquired Business 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 parties, in each case, such that the Acquired Business Companies, on the one hand, and Seller Parent and its Affiliates (other than the Acquired 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 Acquired Business Companies)) in respect of such Intercompany Accounts following the Closing and (b) except for the Fusion License Agreement, the Contracts set forth in on Section 5.16(b5.17(b) of Seller the Parent Disclosure LetterLetter and except as otherwise set forth in the Transition Services Agreement, the Affiliate Agreements Contracts shall be terminated in their entirety and shall be without any further force or effect, without any further obligations or liabilities of Seller and Parent or any of its controlled Affiliates (other than the Acquired Business Companies), on the one hand, and Buyer or any of its controlled Affiliates (including, following the Closing, the Acquired Business Companies), on the other hand, following the Closing by termination agreements in form and substance reasonably satisfactory to BuyerClosing. Notwithstanding the foregoing, intercompany accounts and balances solely between or among any of the Acquired wholly-owned Business Companies shall not be affected by this Section 5.165.17; 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. 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 Parent Disclosure LetterLetter and except as otherwise set forth in the Transition Services Agreement, Seller Parent and its controlled Affiliates (other than the Acquired Business Companies), on the one hand, and the Acquired Business 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 parties, in each case, such that the Acquired Business Companies, on the one hand, and Seller Parent and its Affiliates (other than the Acquired 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 Acquired Business Companies)) in respect of such Intercompany Accounts following the Closing and (b) except for the Contracts set forth in on Section 5.16(b) of Seller the Parent Disclosure LetterLetter and except as otherwise set forth in the Transition Services Agreement, the all Affiliate Agreements Contracts shall be terminated in their entirety and shall be without any further force or effect, without any further rights, obligations or liabilities of Seller and Parent or any of its controlled Affiliates (other than the Acquired Business Companies), on the one hand, and Buyer or any of its controlled Affiliates (including, following the Closing, the Acquired Business Companies), on the other hand, following the Closing by termination agreements in form and substance reasonably satisfactory to BuyerClosing. Notwithstanding the foregoing, intercompany accounts and balances solely between or among any of the Acquired Business Companies shall not be affected by this Section 5.16.