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 of Affiliate Agreements. At or prior to the Closing, the Sellers shall, and shall cause the Company to, terminate all Affiliate Agreements, other than: (a) any Affiliate Agreement the continuation of which Purchaser has requested; and (b) any Affiliate Agreement which Purchaser has approved in writing to not be so terminated (collectively, the “Continuing Affiliate Agreements”).
Termination of Affiliate Agreements. Effective as of the Closing, the Company shall cause each of the agreements described on Schedule 4.1(w) (and that are indicated thereon as being subject to this Section 5.1(i)) to be terminated without any liability to the Company or any of its Subsidiaries.
Termination of Affiliate Agreements. Prior to or contemporaneously with the Closing, Shareholder shall, and shall cause each of its Affiliates to, agree to the termination of, and shall use its reasonable best efforts to cause any counterparty to terminate, all Contracts (including, for the avoidance of doubt, all Preferred Stock Investment Agreements, but excluding (a) any Shareholder Indemnification Agreements, (b) any indemnification agreement by and between any director of any Acquired Corporation and any Acquired Corporation and (c) any Company Warrants (which shall be treated in accordance with Section 1.9 of the Merger Agreement)) between it or its Affiliates, on the one hand, and any Acquired Corporation, on the other hand, such that no party thereto shall have any further rights, duties, obligations or liabilities of any nature whatsoever with respect thereto.
Termination of Affiliate Agreements. All agreements between the Company and its Affiliates shall be terminated.
Termination of Affiliate Agreements. The Company will have delivered to Buyer duly executed and delivered termination agreements, in form and substance reasonably acceptable to Buyer, with respect to all Affiliate Agreements providing for the termination of such Affiliate Agreements at or prior to the Closing , in a form and substance reasonably acceptable to Buyer.
Termination of Affiliate Agreements. Except as set forth in Section 4.9 of the Seller Disclosure Letter, effective at the Closing, all Affiliate Agreements shall be terminated without any further right, obligation or liability of any Person thereunder.
Termination of Affiliate Agreements. (a) Except as set forth on Section 4.13 of the Seller Disclosure Schedule, on or before the Closing Date, all Liabilities between the Company, on the one hand, and one or more of its Affiliates (including Affiliates of Seller or its members), on the other hand, including any and all Contracts between the Company, on the one hand, and one or more of its Affiliates (including Affiliates of Seller or its members), on the other hand, shall be terminated in full, without any Liability to Buyer, the Company or any of their respective Affiliates following the Closing.
Termination of Affiliate Agreements. The Sellers Representative shall have delivered evidence to the Purchaser that the Affiliate agreements between any Group Company and Sponsor or its Affiliates listed on Schedule 8.3.13 have been terminated effective as of Closing.
Termination of Affiliate Agreements. Except for the agreements specifically contemplated by this Agreement, all agreements between the GSRP Parties or any of their Subsidiaries, on the one hand, and any GSAM Entity, on the other hand (“Affiliate Agreements”), shall be terminated in each case in their entirety as of the Closing Date, such that any and all Liabilities pursuant to each of the foregoing are fully released and satisfied without any fees, costs, expenses payable by, or other liabilities or obligations of, the GSAM Entities, on the one hand, or the GSRP Entities, on the other hand, with such terminations to be effective conditioned upon the Closing, and as of the Closing Date.
