Common use of Termination of Affiliate Obligations Clause in Contracts

Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 7.7 and liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business, all liabilities and obligations between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including any Seller but not including the Company Subsidiaries) on the other hand, shall be terminated in full, without any liability for the Company or any Company Subsidiary thereof following the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Gallagher Arthur J & Co)

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Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 7.7 and liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business7.7, all liabilities and obligations between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including any the Seller and the Guarantor but not including the Company Subsidiaries) on the other hand, shall be terminated in full, without any liability for the Company or any Company Subsidiary thereof following the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mitel Networks Corp)

Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 7.7 6.14, and liabilities relating to employment relationships except for this Agreement and the payment of compensation and benefits in the ordinary course of businessTransaction Documents, all liabilities and obligations between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including any Seller but not including the Company Subsidiaries) on the other hand, Xxxxxxxx Affiliate Contracts shall be settled and terminated in full, without any liability for full and there shall be no Liability or obligations of the Company or any Company Subsidiary thereof following surviving such termination, such termination being effective as of the completion of the Closing.

Appears in 1 contract

Samples: Business Combination Agreement (HollyFrontier Corp)

Termination of Affiliate Obligations. On At or before prior to the Closing DateClosing, except as set forth on Schedule 7.7 7.16 of the Company Disclosure Schedule and liabilities relating to any (x) employment relationships and (y) the payment of compensation and benefits in the ordinary course of businessbusiness consistent with past practice, the Company and the Major Company Stockholders, as applicable, shall cause all liabilities and obligations between any of the Company or any Company SubsidiaryGroup, on the one hand, and one or more of its Affiliates (including any Seller but not including the Company Subsidiaries) a Related Person, on the other hand, shall be terminated in full, without any liability for hand with respect to the agreements listed on Schedule 3.23 of the Company or any Company Subsidiary thereof following the ClosingDisclosure Schedule, to be terminated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dave & Buster's Entertainment, Inc.)

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Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 7.7 5.12 and except for liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business, all Contracts (other than this Agreement and any Transaction Documents), liabilities and obligations obligations, between the Company or any Company SubsidiaryCompany, on the one hand, and one or more any Affiliate of its Affiliates the Company (including any Seller but not including the Company Subsidiaries) Seller), on the other hand, including any Indebtedness, shall be terminated in full, full without any continuing liability for or obligation on the part of the Company or any Company Subsidiary thereof following the Closing.

Appears in 1 contract

Samples: Equity Purchase Agreement (1 800 Flowers Com Inc)

Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 7.7 6.11, and liabilities relating to employment relationships except for this Agreement and the payment of compensation and benefits in the ordinary course of businessTransaction Documents, all liabilities and obligations between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including any Seller but not including the Company Subsidiaries) on the other hand, Xxxxxxxx Affiliate Contracts shall be settled and terminated in full, without any liability for full and there shall be no Liability or obligations of the Company or any Company Subsidiary thereof following surviving such termination, such termination being effective as of the completion of the Closing.

Appears in 1 contract

Samples: Contribution Agreement (Holly Energy Partners Lp)

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