Termination of Certain Arrangements. (a) All Contracts and transactions disclosed in Section 4.14 of CorpBanca’s Disclosure Letter and CorpBanca Colombia’s Disclosure Letter shall be terminated by the applicable Corp Group Parent Party before the Chilean Effective Time without any Liability to CorpBanca and its Subsidiaries.
(b) All Contracts and transactions disclosed in Section 4.14 of Itaú Bank Chile’s Disclosure Letter and Itaú Colombia’s Disclosure Letter shall be terminated by the applicable Itaú Party before the Chilean Effective Time without any Liability to Itaú Chile and its Subsidiaries.
Termination of Certain Arrangements. Effective immediately prior to the Closing, Seller will take such action as is required to cause the Contracts set forth in Schedule 5.8 to be terminated in their entirety, and will deliver to Buyer evidence of such termination in form and substance reasonably satisfactory to Buyer.
Termination of Certain Arrangements. On or prior to the Closing Date, (a) all payables, receivables, loans, liabilities and other obligations between any Company, on the one hand, and Xxxxxx Xxxxxx and his Affiliates, on the other hand, shall be repaid in full and extinguished; and (b) those certain Contracts set forth on Schedule 6.9 shall be terminated and no party thereto shall have any continuing rights or obligations thereunder.
Termination of Certain Arrangements. Sellers shall cause the agreements set forth on Schedule 6.7 by and between the Acquired Companies, on the one hand, and any Seller or its Affiliate (other than an Acquired Company), on the other, to be terminated prior to or upon the consummation of the Closing. Prior to or at the Closing, the Sellers and the Company shall take all such actions as are necessary to cause each of the following to have occurred or to occur immediately prior to the Closing: the termination of the Phantom Equity Plan; the termination of the Deferred Compensation Plan and the distribution of all amounts payable thereunder to the Persons entitled thereto; the distribution by the Company of the insurance policies identified on Schedule 6.7; the termination by the Company of the SERP Plan; the settlement in full of all amounts due to the Company from its officers, directors, or shareholders or, in the case of notes receivable from such Persons held by the Company, the distribution or cancellation of those notes; and the distribution to the Persons entitled thereto of all Excluded Assets.
Termination of Certain Arrangements. (a) Except for goods and services as may be provided under an Ancillary Agreement, QEP’s right to receive goods and services from Questar or through arrangements between Questar and third parties, except in each case for those that are part of the Questar Services, shall terminate as of the Effective Date.
(b) Except for goods and services as may be provided under an Ancillary Agreement, Questar’s right to receive goods and services from QEP or through arrangements between QEP and third parties, except in each case for those that are part of the QEP Services, shall terminate as of the Effective Date.
Termination of Certain Arrangements. (a) The Company shall not commence any new Offer Periods (as defined in the ESPP) under the ESPP on or after the date hereof. As of the Closing Date, the ESPP shall terminate and all rights under any provision of any other plan, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the Company Common Stock shall be cancelled and of no further force or effect.
(b) Prior to the Closing Date, the Company shall take all actions necessary in order to effectuate the provisions of this Section 7.9.
Termination of Certain Arrangements. (a) The Company shall, and shall cause its Subsidiaries to, maintain in full force and effect all Insurance Policies (or other policies with substantially the same amounts and scopes of coverage) with respect to the assets and the operation of the Business and enforce in good faith the rights under such insurance policies until the Effective Time. From the date hereof through the Closing Date, the Company shall, and shall cause its Subsidiaries to, cooperate in the event of any transitioning of the Company and its Subsidiaries to new insurance programs or to Discovery’s existing insurance programs. Effective as of the Effective Time, all insurance coverage maintained by the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries is liable in any way, including any and all bonds or other indemnity obligations, may be cancelled and terminated by the Company and its Subsidiaries if requested by Discovery.
(b) At or prior to the Closing, the Company shall terminate all Contracts set forth on Schedule D (the “Terminated Contracts”), with any Liabilities resulting therefrom constituting Excluded Liabilities as provided in the definition thereof.
Termination of Certain Arrangements. If asked to do so by GABC prior to the Effective Time, Citizens First and/or CF Bank agree to terminate the Fiduciary Service Agreement by and between CF Bank and Kentucky Trust Company dated October 27, 1999, with such termination to be effective not later than ten days before the Citizens First Shareholder Meeting. ARTICLE V
Termination of Certain Arrangements. Prior to the Closing, Seller shall, and shall cause the Company and any applicable Subsidiary of the Company to, (a) terminate any and all Contracts between the Company and/or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliate other than the Company and its Subsidiaries, on the other hand (the “Affiliate Arrangements”), other than those Affiliate Arrangements set forth on Section 6.6 of the Company Disclosure Schedule, and any amounts or obligations owing by the Company or any of its Subsidiaries to Seller or any such Affiliate shall be canceled at such time without any payment being made in respect thereof, and (b) obtain any and all lien terminations and other instruments of discharge to release any Liens related to the Estimated Closing Debt Amount or, if necessary to effect the Transaction, any Indebtedness of the Selling Entities.
Termination of Certain Arrangements. To the extent not otherwise terminated as of the Closing pursuant to the terms of such agreement, the Company shall terminate the Company Equity Arrangements effective on or prior to the Closing Date, in accordance, where practicable, with the form of termination agreement attached hereto as Exhibit E, and there shall be no liabilities or obligations to be satisfied or performed by the Company under any of the Company Equity Arrangements as of the Closing.
