Termination of Arrangements Sample Clauses

Termination of Arrangements. 23.4.1 The Buyer and the Seller shall procure that, save as provided in this Sale and Purchase Agreement or any of the Transaction Documents, all contracts, agreements, courses of dealing, business practices and arrangements in place between any member of the Seller Group and any Target Company prior to Completion, other than the Surviving Contracts, shall terminate with effect from Completion without cost or Liability to any Target Company.
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Termination of Arrangements. All contingent obligations of VSCO shall be terminated, including without limitation, any lease and line of credit arrangement. Each creditor of VSCO, other than the creditors set forth in Schedule 4.9 (and only up to the amounts set forth therein) shall cancel or waive all debts of VSCO. All subsidiaries of VSCO shall have been assigned or otherwise liquidated.
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Termination of Arrangements. The Initial Members shall have delivered to Purchaser evidence reasonably satisfactory to Purchaser of (i) the termination or satisfaction of all Debt not reflected in the Payoff Letters described in Section 6.7, including the termination of all underlying credit and related Contracts, (ii) the termination and release of any and all Encumbrances relating to the Company or any of its Assets, other than those Encumbrances referred to and addressed to Purchaser’s satisfaction in the Payoff Letters, (iii) the termination and release of any Guaranty made by the Company, (iv) the termination of the Company’s 401(k) Plan as described in Section 6.11 hereof, (v) the termination of the Company’s Incentive Plan as described in Section 6.13, and conversion of all outstanding units under the Incentive Plan to Additional Interests, (vi) the payment of all employee bonuses, commissions or other incentive compensation as described in Section 6.6, (vii) the termination of the Contracts listed on Exhibit 7.11(a), or the amendment of such Contracts to eliminate any noncompete obligations of the Company thereunder, (viii) the termination of the Contracts listed on Exhibit 7.11(b), and (ix) the delivery by the Company of written notice of Contract termination with respect to the Contracts listed on Exhibit 7.11(c).
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Termination of Arrangements. Seller shall have delivered to Purchaser evidence reasonably satisfactory to Purchaser of (i) the release, termination or satisfaction of all indebtedness described in Section 5.7, (ii) the termination and release of any and all Encumbrances (including, without limitation, all Encumbrances arising under the Credit Facility) relating to (x) the Company, its Subsidiaries or any of their respective assets and properties, other than any Permitted Encumbrances, (y) the Shares or (z) any capital stock of any Subsidiary of the Company, and (iii) the termination and release of any Guaranty, other than the Guaranty described on Exhibit L.
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Termination of Arrangements. All contingent obligations of SEAA shall be terminated, including without limitation, any lease and line of credit arrangement. Each creditor of SEAA, other than the creditors set forth in Schedule 4.9 (and only up to the amounts set forth therein) shall cancel or waive all debts of SEAA. All subsidiaries of SEAA shall have been assigned or otherwise liquidated.
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Termination of Arrangements. The Company shall have delivered, or cause to be delivered, to Parent, evidence in form reasonably satisfactory to Parent of the termination of agreements set forth in Section 9.02(e) of the Company Disclosure Schedule.
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Termination of Arrangements. All contingent obligations of ENDD shall be terminated, including without limitation, any lease and line of credit arrangement. Each creditor of ENDD, other than the creditors set forth in Schedule 4.9 (and only up to the amounts set forth therein) shall cancel or waive all debts of ENDD. All subsidiaries of ENDD shall have been assigned or otherwise liquidated.
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Termination of Arrangements. All contingent obligations of Norpac shall be terminated, including without limitation, any lease and line of credit arrangement. Each creditor of Norpac, other than the creditors set forth in Schedule 4.9 (and only up to the amounts set forth therein) shall cancel or waive all debts of Norpac. All subsidiaries of Norpac shall have been assigned or otherwise liquidated.
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Termination of Arrangements. All contingent obligations of Granscal shall be terminated, including without limitation, any lease and line of credit arrangement, unless otherwise agreed to in writing by ISL at the Closing.
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Related to Termination of Arrangements

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Termination of Affiliate Agreements At or prior to the Effective Time, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or otherwise amend to exclude the Company and any of its Subsidiaries as a party thereto, all Affiliate Agreements to the extent provided on Section 5.12 of the Disclosure Letter and shall take such other actions specified on Section 5.12 of the Company Disclosure Letter.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Mandatory Termination of Commitments (a) The Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination; Merger Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

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