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. Except as set forth on Section 5.10 of the Company Disclosure Schedule, all agreements between the Company and its affiliates (other than its subsidiaries) shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall be canceled without payment or any further liability on the part of the Company or any of its subsidiaries.
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. To the extent any Contract (other than the Company Headquarters Lease) set forth (or required to be set forth) on Section 4.17 of the Disclosure Schedule has not been terminated with no remaining liability or obligation of the Company thereunder prior to Closing, each Seller and Gaiam Travel Parent shall take all actions necessary to cause such Contracts to be terminated without any further force and effect without any cost or other liability or obligation to Purchaser or any of its Affiliates (including the Company) except to the extent set forth on Schedule 1.01(d) and, in such case, Sellers and Gaiam Travel Parent shall indemnify and hold Purchaser and its Affiliates (including the Company) harmless from and against all losses or liabilities incurred or asserted in connection with any such Contract and termination thereof.
Termination of Affiliate Agreements. The Company shall cause all Contracts disclosed or required to be disclosed in Schedule 2.34, other than any such Contracts designated by Parent in writing prior to the Closing, to be terminated prior to the Closing.
