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. The Contracts set forth on Schedule 8.1(h) shall have been terminated.
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. 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. 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, the Company will cause the termination in full without any liability or obligation to Parent, the Company or any of their respective Affiliates following the Closing of all Contracts set forth on Schedule 6.9 hereto.
Termination of Affiliate Transactions. Prior to the Closing, except as set forth on Schedule 4.10, the Parent shall cause all transactions and relationships between the Sellers and any of their Affiliates (other than the Business Subsidiaries and the Operating Subsidiaries) on the one hand, and the Business Subsidiaries and the Operating Subsidiaries, on the other hand, including those transactions and relationships set forth in Section 2.21 of the Disclosure Schedule, to be terminated effective as of the Closing Date. The foregoing covenant shall include the repayment, cancellation or capitalization through the issuance of additional BGS Shares of all Indebtedness owed by the Business Subsidiaries and the Operating Subsidiaries to the Sellers and any of their Affiliates (other than the Business Subsidiaries and the Operating Subsidiaries).
Termination of Affiliate Transactions. The Company and Purchaser agree that, effective as of the Closing and without any further action by the Company, Purchaser or any Principal Stockholder, the Company and its Subsidiaries shall release and be released from any and all rights, privileges, obligations and liabilities under the agreements set forth on Schedule 5.8 (and all such agreements shall have no further force or effect) pursuant to releases in form and substance reasonably acceptable to Purchaser; provided, however, that any and all indemnification obligations arising under the agreements set forth on Schedule 5.8 or in Section 5.12 hereof shall not be so released and shall survive according to their terms.
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.
