Termination of Affiliate Contracts. Effective upon the Closing, the Company shall terminate all Affiliate Contracts, other than the Transaction Documents and those listed on Section 5.25 of the Company Disclosure Letter, without further liability to Parent, the Company or any of their respective Subsidiaries.
Termination of Affiliate Contracts. Except as set forth in Schedule 6.9, each of the Affiliate Contracts shall be terminated immediately prior to the Closing and the parties to such Contracts shall execute releases reasonably requested by Buyer to ensure that Buyer shall have no liability or obligation thereunder.
Termination of Affiliate Contracts. In connection with the Closing, (a) the Company shall take such actions as may be necessary to terminate any Contracts set forth in Section 5.9(a) of the Company Disclosure Schedule with no further obligations of the Company or its Affiliates from and after the Closing except (i) to the extent set forth in Section 5.9(a) of the Company Disclosure Schedule and (ii) for those certain provisions of, and obligations and liabilities under, such Contracts that expressly survive such termination by their terms, and (b) Parent shall take all such actions as may be necessary to terminate any Contracts set forth in Section 5.9(b) of the Parent Disclosure Schedule except (i) to the extent set forth in Section 5.9(b) of the Parent Disclosure Schedule and (ii) for those certain provisions of, and obligations and liabilities under, such Contracts that expressly survive such termination by their terms.
Termination of Affiliate Contracts. At or prior to the Closing, (i) Seller and its Affiliates (other than the Company Entities), on the one hand, and the Company Entities, on the other hand, shall have paid, settled, netted, cancelled, forgiven or released, including via Debt to Equity Conversion, the Intercompany Accounts between such parties, or Seller shall have caused any such Intercompany Accounts to be transferred to or from the Company Entities, such that the Company Entities, on the one hand, and Seller and its Affiliates (other than the Company Entities), on the other hand, do not have any further Liability to one another in respect of such Intercompany Accounts following Closing and (ii) except as set forth in Section 6.12 of the Seller Disclosure Schedule, the Affiliate Contracts other than those listed in Section 6.14 of the Seller Disclosure Schedule shall be terminated without any further force or effect.
Termination of Affiliate Contracts. Except as set forth on Section 6.13 of the Sellers Disclosure Schedule, effective at the Closing, the Sellers shall cause all of the Affiliate Contracts to be terminated without any termination fees payable by the Purchased Entities or any costs or other Liability assessed to Buyer or its Affiliates thereunder (including the Purchased Entities); provided that the foregoing shall not affect the services to be provided pursuant to the Transition Services Agreement and the payments to be made thereunder.
Termination of Affiliate Contracts. Purchaser shall, and shall cause its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, to terminate the Affiliate Contracts with effect as of the Closing (the “Termination of Affiliate Contracts”). The Termination of Affiliate Contracts shall be without Liability or Loss to the Company, including as to Liabilities or Losses remaining under any Affiliate Contracts. Seller shall provide a full written release and exculpation to, and for the benefit of, the Company and Purchaser from any Liability, Loss, restriction or performance in connection with, arising out of, or relating to, the Termination of Affiliate Contracts.
Termination of Affiliate Contracts. Except for (a) this Agreement and the Transaction Documents and (b) those Contracts set forth in Section 7.11 of the Company Disclosure Schedule, each member of the Company Group shall, and shall cause any other parties thereto to, terminate all Affiliate Contracts as of or prior to the Closing without any liability or obligation having been incurred or satisfied by the Company Group.
Termination of Affiliate Contracts. Except as set forth on Section 6.9 of the Seller Disclosure Schedule and except as agreed to in writing by the Seller and the Purchaser, all Affiliate Contracts, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the Closing without any further action or liability on the part of the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement, the provision of any services (similar to those contemplated by the preceding sentence) by the Seller to the Company or any Company Subsidiary from and after the Closing, which services may be provided by the Seller in its sole discretion, shall be for the convenience, and at the expense, of the Purchaser, upon mutually agreed terms.
Termination of Affiliate Contracts. Seller shall, and shall cause its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, to terminate the Affiliate Contracts with effect as of the Closing (the “Termination of Affiliate Contracts”). The Termination of Affiliate Contracts shall be without Liability or Loss to the Company, including as to Liabilities or Losses remaining under any Affiliate Contracts. For the avoidance of doubt, any Liability or Loss incurred by Purchaser in connection with any Affiliate Contract shall not be subject to the provisions of Section 8.2(c).
Termination of Affiliate Contracts. Except as identified in Schedule 5.8 of the Disclosure Letter, all Affiliate Contracts, including any agreements or understandings (written or oral) with respect thereto, shall survive the Closing without any further action on the part of the parties thereto or the Parties.
