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.
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.
8.3.2 Except as set forth in this Agreement, including Clauses 8.1 and 8.4, the Seller and the Purchaser agree and shall procure that, other than the Continuing Intra-Group Agreements and the Guarantees, all licences of any Intellectual Property rights and all other intra-group arrangements between the Target Group Companies (on the one hand) and any member of the Seller’s Group (on the other hand) which are in force immediately prior to Closing, shall terminate immediately on Closing without liability to any parties thereto (but without prejudice to any payments already accrued thereunder) and the orderly termination of such licences and other intra-group arrangements shall be discussed pursuant to the Migration Plan (collectively, but for the avoidance of doubt, excluding the Continuing Intra-Group Agreements and the Guarantees, the “Terminating Intra-Group Agreements”).
8.3.3 To the extent that any Terminating Intra-Group Agreement cannot be terminated on Closing, the Seller and the Purchaser shall use reasonable endeavours to procure such termination as soon as practicable following Closing, and for the purposes of this Clause 8.3.3, the Purchaser and the Seller acknowledge and agree that:
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), and subject to any required approval from any Governmental Authority, 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. 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 Facility, the agreements among them pertaining to the Facility. 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 agreements referenced in this Section 6.6.
Termination of Intra-Group Agreements. Sellers shall procure that on or before the Closing, the agreements listed in Exhibit 12.2/1 between any of the Consolidated Entities on the one side and Sellers or 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 costs for any of the Consolidated Entities and with full release of the Consolidated Entities from any liability under the respective agreements to Sellers or any of Sellers’ Affiliates. Sellers undertake towards Purchaser that, except as set forth in this Agreement, as from the Signing Date neither of the Sellers nor any of Sellers’ Affiliates have any claim whatsoever against any of the Consolidated Entities or any of their respective Directors and Officers or employees, and the Consolidated Entities will not have any liability towards any of the Sellers or any of Sellers’ Affiliates except as listed in Exhibit 12.2/2 except for salary payments, severance payments or expense reimbursements to Seller 2 under its existing service agreements. Any liability listed in Exhibit 12.2/2 shall be paid prior to the Closing or shall be reflected as a current liability on the Company’s balance sheet as of the Closing Date.
Termination of Intra-Group Agreements. The Seller undertakes to procure that the Intra-Group Agreements have been terminated by the Company and the respective Seller's Group member with effect as of the Scheduled Closing Date by way of a termination agreement in the form as attached hereto as Annex 8.1 ("
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:
19.1.1 the Transfer Agreement relating to the employees of NatTrans dated 30 June 1998 between (1) NatTrans and (2) NGL;
19.1.2 the Facilitation Deed of Agreement dated 18 October 2002 between (1) NatTrans and (2) NGL relating to the carriage of the Eurosport channel;
19.1.3 the Variation of Agreement for the Provision of Digital Additional Services dated 7 October 2002 between (1) Digital One Limited (2) NGL (3) NatTrans and (4) GWR Group Plc;
19.1.4 the Satellite Services Agreement dated 22 December 2003 (as subsequently varied on 22 December 2003) between (1) NatTrans and (2) NGL; and
19.1.5 the Letter dated 21 May 2004 relating to the provision of Studio Facilities at Feltham between (1) NatTrans and (2) NGL.
19.2 Without prejudice to the generality of clause 19.1, upon Completion (and save as otherwise contemplated under this Agreement), NGL shall procure (in respect of the ntl Group) and the Buyer shall procure (in respect of the Broadcast Group) that each of:
19.2.1 the Agency and Management Agreement dated 24 December 1999 between (1) NatTrans, DTELS, Digital, Digital Radio and others and (2) NGL;
19.2.2 the Variation and Termination Agreement dated 13 September 2000 between (1) NatTrans, DTELS, Digital, Digital Radio and others and (2) NGL; and
19.2.3 the Sub-Agency Agreement dated 13 September 2000 between (1) NGL and (2) ntl Business Limited (as amended and varied from time to time), shall be amended (in each case without liability) such that NatTrans, Scanners (Europe) Limited, Scanners Television Outside Broadcasts Limited, DTELS Limited, Digital and ntl Digital Radio Limited will cease to be party to either of such Agreements, and the Use of Properties Agreement dated 22 December 2000 between (1) NGL and (2) NatTrans; the Service Level Agreement dated 29 November 2000 between (1) TV Broadcast Group and (2) ntl Technology Limited; and the Deed of Trust dated 1 December 2004 between NGL, ntl Business Limited and NatTrans shall be terminated.
19...
Termination of Intra-Group Agreements. The Seller shall procure that any and all the intra-group agreements between the Target Group Companies and the Seller and its Affiliates (the "Intra-Group Agreements"), are terminated at or prior to the Closing Date without any termination or similar fee or penalty being payable by any Target Group Company as a result of such termination, other than payment of a fee or penalty arising out of or in connection with the termination of the Franchise Agreement entered into between Liberty Global Services BV and the Swiss Company dated December 22, 2014, at or prior to the Closing.
Termination of Intra-Group Agreements. CDC Agreement
