Termination of Affiliate Transactions. On or before the Closing Date, all Liabilities relating to the Transferred Business between the Seller, on the one hand, and one or more of its Affiliates, on the other hand, including any and all Contracts (other than any Transaction Document) between the Seller, on the one hand, and one or more of its Affiliates, on the other hand, shall be terminated in full, without any Liability to the Buyer or any of its Affiliates following the Closing.
Termination of Affiliate Transactions. Each of Parent, Seller and the Company shall take, and shall cause their respective Affiliates, including the Subsidiaries, to take, such action as may be necessary so that, as of the Closing Date, the Affiliate Transactions and the other rights or obligations between the Company or any Subsidiary, on the one hand, and Seller or any of its Affiliates (other than the Company and any Subsidiary), on the other hand, identified on Schedule 6.6 shall be terminated and of no further or continued force or effect.
Termination of Affiliate Transactions. Effective at the Closing, pursuant to the Affiliate Transactions Termination Agreement, Seller shall cause all of the Affiliate Transactions to be terminated without any termination fees payable by the Company or any costs or other Liability assessed to Purchaser or its Affiliates thereunder (including the Company); 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 Transactions. Effective upon the Closing, the Company shall terminate, or cause to be terminated, all agreements set forth on Schedule 3.19 in the Disclosure Schedule, in each case without continuing liability of the Company or any of its Subsidiaries from and after the Effective Time.
Termination of Affiliate Transactions. The Company shall take all such action as is necessary to ensure that, except (i) as set forth in Schedule 5.11 of the Disclosure Schedules, (ii) as otherwise agreed to by the Stockholders’ Representative and Purchaser in writing, and (iii) for this Agreement, all Contracts and any other arrangements or transactions between any Related Party, on the one hand, and the Company or its Subsidiary, on the other hand, shall be terminated as of Closing without the payment of any fee or penalty, or incurrence of any obligation or liability, by the Company.
Termination of Affiliate Transactions. The Contracts set forth on Schedule 8.1(h) shall have been terminated.
Termination of Affiliate Transactions. Evidence of the termination of all agreements set forth on Schedule 8.10 with no Liability to the Company (in each case, in a form reasonably satisfactory to the Buyer).
Termination of Affiliate Transactions. On or before the Closing Date, except for Liabilities relating to the Employment Agreements and as set forth on Schedule 7.11, all Liabilities of the Company or any of its Subsidiaries, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company and any of its Subsidiaries), on the other hand, including any and all Contracts (other than any Transaction Document) between the Company or any of its Subsidiaries, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company and any of its Subsidiaries), on the other hand, shall be terminated in full, without any Liability to the Buyer, the Company, any of their respective Affiliates following the Closing.
Termination of Affiliate Transactions. 24 SECTION 6 ADDITIONAL COVENANTS OF THE PARTIES
Termination of Affiliate Transactions. Each of the Indemnifying Shareholders agrees that, effective as of the Effective Time and without any further action by the Company, the Surviving Corporation or any Shareholder, the Company and the Surviving Corporation shall be released from any and all obligations and liabilities under (i) the agreements set forth in the Disclosure Letter in response to Section 5.20, other than the Lease dated September 23, 1996, as amended, between the Company and J.R. Aero Leasing, Inc., and (ii) any and all agreements that were not, but by their terms should have been, set forth in the Disclosure Letter in response to Section 5.20 (other than those agreements pertaining to the establishment, operation, maintenance and termination of the ESOP), and all such agreements shall have no further force or effect as of the Effective Time.
