Common use of Termination of Affiliate Agreements Clause in Contracts

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.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.), Membership Interest Purchase Agreement (Sun Country Airlines Holdings, Inc.)

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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 All Contracts between the an Acquired Group Company, on the one hand, and one or more any of its Affiliates (including Affiliates of Seller or its members)their respective Affiliates, on the other hand, including hand (other than any Ancillary Agreements and all any Contracts between (a) listed on Section 5.13 of the Company, on the one hand, and one Seller Disclosure Schedules or more of its Affiliates (including Affiliates of Seller or its membersb) to which only Acquired Group Companies are party), on the other hand, shall be terminated in fullas of the Closing Date, without any Liability and all obligations and liabilities thereunder shall be deemed to Buyer, the Company or any of their respective Affiliates following the Closinghave been satisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mednax, Inc.)

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Termination of Affiliate Agreements. (a) Except as set forth On or prior to the Closing, Seller shall, and shall cause the Company to, terminate all agreements, arrangements, commitments or liabilities with Seller and its affiliates, except for those listed in Schedule 5.5, in a manner and on Section 4.13 of the Seller Disclosure Schedule, on such terms that shall not require any party thereto to make any termination or before indemnity payments after 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.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Microstrategy Inc)

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