Termination of Intra-Group Agreements. The Sellers shall ensure that the intra-group agreements listed in Annex 7.4-1 (the “Terminating Intra-Group Agreements”) are each terminated with effect as of the Closing Date with no liability for the Target Companies either for past matters or resulting from such termination. With respect to intra-group agreements listed in Annex 7.4-2 (the “Continuing Intra-Group Agreements”), the Parties agree that these agreements shall not be affected by the signing of and/or consummation of the Transaction. For the avoidance of doubt, the provisions of Section 8.2 and the respective treatment of the intra group agreements referred to therein shall remain unaffected. After the Closing Date, the Purchaser shall have the right to request the immediate termination, with no liability for past matters or from such termination or additional costs for the Target Companies, of any agreement (other than the Continuing Intra-Group Agreements) still in force between the Nordic Companies on the one hand and the entities of the P7S1 Group on the other hand after the Closing Date. After the Closing Date, the Sellers or the relevant companies of the P7S1 Group shall, provided such termination will have no adverse effect of the Target Companies, have the right to terminate with three (3) months prior notice, with no liability of the Target Companies for past matters or arising from termination or additional costs, any agreement (other than the Continuing Intra-Group Agreements) still in force between the Nordic Companies on the one hand and the entities of the P7S1 Group on the other hand after the Closing Date; any earlier right of termination and any obligation of the Target Companies to pay for content provided between the Closing Date and the date of the termination of the agreement as set forth in such agreements shall remain unaffected. The Purchaser acknowledges that between the Signing Date and the Completion Date, further agreements may be entered into between the P7S1 Group and the Nordic Companies. The Parties agree that provided such agreements are entered into in accordance in accordance with the requirements of Section 7.2, such agreements shall be treated as Continuing Intra-Group Agreements.
Termination of Intra-Group Agreements. 5.3.1 The Seller shall cause the parties to the Intra-Group Agreements, subject to the Seller bearing all Taxes, to terminate or assign to a member of the Seller's Group all Intra-Group Agreements in force as at the Closing Date, at the latest with effect from 11:59 P.M. CET on the Closing Date, without penalty in respect of such termination or assignment and without any further amounts becoming payable thereunder and without any other liabilities or obligations surviving thereunder, except as provided in this Article 5.3. The Parties acknowledge that the Intra-Group Agreements shall give rise to the final settlements set out in this Article 5.3 and such settlements do not constitute a waiver of rights by counterparties to the relevant Intra-Group Agreements.
Termination of Intra-Group Agreements. 8.3.1 Not less than 30 (thirty) days prior to Closing, the Seller shall provide the Purchaser with a list (such list to be updated as agreed by the JESC as defined in Schedule 9 (Migration Plan)) of all intra-group agreements and arrangements between the Target Group Companies (on the one hand) and any member of the Seller’s Group (on the other hand) which shall remain in force after Closing (any such arrangement or arrangement being a “Continuing Intra-Group Agreement”), such list to contain any Guarantees which are identified and determined as being treated as a Continuing Intra-Group Agreement pursuant to Clause 8.1.6 and the Seller shall procure that such Continuing Intra-Group Agreements shall continue for such period as is agreed by the Seller and the Purchaser, both acting reasonably.
Termination of Intra-Group Agreements. Except with respect to (a) the Transition Services Agreement, (b) the agreements in respect of services to be provided by or arrangements between any Company to the Seller and its Affiliates (other than the Companies) as listed in Schedule 7.10(b) and (c) the agreements listed in Schedule 7.10(c), the Seller will, and will cause the Companies to, terminate, effective as of the Closing Date, all agreements between the Seller or any of its Affiliates (other than the Companies), on the one hand, and any Company, on the other hand.
Termination of Intra-Group Agreements. 19.1 Save to the extent provided in or envisaged by this Agreement, any other agreement to be entered into pursuant to or in connection with this Agreement (including, without limitation, the Transaction Documents) or otherwise agreed between NGL and the Buyer, any agreement outside the ordinary course of trading between a member of the ntl Group and any member of the Broadcast Group shall be terminated with effect from Completion without liability to any party thereto, save for the following agreements:
Termination of Intra-Group Agreements. Effective as of the Closing, Seller shall terminate, and shall cause its Relevant Affiliates to terminate, at its own cost and expenses, and only to the extent they relate to the Business in the applicable Product Territories or the Facility, each of the agreements among them relating to the Business in the applicable Product Territories or the Facility. Seller shall indemnify and hold harmless Purchasers and their Affiliates from any claim of any Affiliate of Seller in connection with the termination of agreements referenced in this Section 7.1.3.
Termination of Intra-Group Agreements. The Seller shall procure that on or before the Closing, the agreements listed in Exhibit 17.5 between the Group Companies on the one side and the Seller and the Seller's Affiliates on the other side shall be terminated by mutual agreement with effect as of the Closing Date. The termination shall be made without any additional costs due to such termination (e.g., break-up fees) to the respective party; outstanding obligations shall be fulfilled when due.
Termination of Intra-Group Agreements. The parties acknowledge and agree that:
Termination of Intra-Group Agreements. 6.8 CDC Agreement
Termination of Intra-Group Agreements. Effective as of the Closing, the Seller shall terminate, and shall (as the case may be) cause its Affiliates to terminate, at its own cost and expenses, and only to the extent they relate exclusively to the Manufacturing Facility, the Contracts among them pertaining to the Manufacturing Facility other than as set forth in Schedule 6.7. The Seller shall indemnify and hold harmless the Purchaser and its Affiliates from any claim of any Affiliate of the Seller in connection with the termination of Contracts referenced in this Section 6.7 other than as set forth in Schedule 6.7.
