Termination of Affiliate Contracts and Accounts Sample Clauses

Termination of Affiliate Contracts and Accounts. Except with respect to the Excluded Arrangements, prior to the Measurement Time, Cementos, the Argos Parties and the Company shall, and shall cause the other ANAC Companies to, (i) pay, settle or discharge all account balances owed from any ANAC Company to Cementos, the Argos Parties or any of their respective Related Parties, and (ii) terminate (A) all Contracts listed on Section 7.07(ii) of the Company Disclosure Schedule and (B) all other Contracts between or among any ANAC Company, on the one hand, and any Related Party, on the other hand (including the Contracts listed on Section 3.23 of the Company Disclosure Schedule), in each case without any continuing direct or indirect Liability of any of the ANAC Companies thereunder; provided that prior to terminating any Contract not listed on Section 7.07(ii) of the Company Disclosure Schedule, the Company will notify Summit and Summit may elect for such Contract to remain in effect and (y) the Company may elect to cause the Promissory Notes specified in Section 2.02(b)(i) of the Company Disclosure Schedule to be paid off pursuant to Section 2.02(b) instead of terminated under this Section 7.07. The Company shall deliver to Summit written evidence reasonably satisfactory to Summit of each such termination prior to the Closing. For purposes of this Agreement, “Excluded Arrangements” means (i) any customary employment, severance or other similar arrangements with (x) directors and officers of any ANAC Company who are employees of any of the ANAC Companies or (y) employees of any ANAC Company (including, in each case, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed by a Related Party of an Argos Party as director, officer or employee of any ANAC Company and amounts reimbursable for routine travel and other business expenses in the ordinary course of business to the extent included as a current liability in the calculation of Closing Net Working Capital, (iii) the Transaction Documents and (iv) any other arrangement set forth on Section 3.23(b) of the Company Disclosure Schedule.
Sample 1
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Termination of Affiliate Contracts and Accounts. Except with respect to the Excluded Arrangements, prior to the Measurement Time, the Company shall, and shall cause the other Acquired Companies to, (i) pay, settle or discharge all account balances owed from any Acquired Company to any Equityholder or any of its Related Parties and (ii) terminate (A) all Contracts between or among any Acquired Company, on the one hand, and any Related Party, on the other hand (including the Contracts listed on Section 6.05(ii) of the Company Disclosure Schedule), in each case without any continuing Liability of any of the Acquired Companies thereunder; provided that prior to terminating any such Contract, the Company will notify Parent and Parent, by delivering notice of the same within five Business Days from the date on which such notice is provided to Parent, may elect for such Contract to remain in effect. The Company shall deliver to Parent written evidence reasonably satisfactory to Parent of each such termination prior to the Condition Satisfaction Date. For purposes of this Agreement, “Excluded Arrangements” means (i) subject to Section 6.06, any customary employment, indemnification severance or other similar arrangements with (x) directors and officers of any Acquired Company who are employees of any of the Acquired Companies or (y) employees of any Acquired Company (including, in each case, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed by a Related Party of any Equityholder as director, officer or employee of any Acquired Company and amounts reimbursable for routine travel and other business expenses in the ordinary course of business to the extent included as a current liability in the calculation of Closing Working Capital, (iii) the Transaction Documents, (iv) any customer Contracts entered into in the ordinary course of business on arms’ length terms and (v) any other arrangement set forth on ‎of the Company Disclosure Schedule.
Sample 1
Termination of Affiliate Contracts and Accounts. Prior to the Closing, the Company Group shall pay, settle or discharge all account balances owed from the Company Group to any Related Party and terminate all Contracts identified on Section 5.05 of the Company Disclosure Schedule, in each case without any continuing Liability of any of the Company Group members under any such terminated accounts or Contracts. The Company shall deliver to Parent written evidence reasonably satisfactory to Parent of each such termination prior to the Closing.
Sample 1

Related to Termination of Affiliate Contracts and Accounts

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Affiliate Contracts The Company and Sellers will cause the termination, effective no later than the Closing, of the contracts or arrangements set forth on Schedule 10.05 without any further cost or Liability to the Company or its Subsidiaries (or, after the Closing, Buyer or its Affiliates).

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • Termination of Business Relationship If the Optionee's Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, no further installments of this option shall become exercisable, and this option shall terminate (and may no longer be exercised) after the passage of 90 days from the date the Business Relationship ceases, but in no event later than the scheduled expiration date. In such a case, the Optionee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • Bona Fide Accounts The Accounts are bona fide existing obligations. The property giving rise to such Accounts has been delivered to the account debtor or to the account debtor's agent for immediate shipment to and unconditional acceptance by the account debtor.

  • Bona Fide Eligible Accounts The Eligible Accounts are bona fide existing obligations. The property and services giving rise to such Eligible Accounts has been delivered or rendered to the account debtor or to the account debtor’s agent for immediate and unconditional acceptance by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor that is included in any Borrowing Base Certificate as an Eligible Account.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Contracts and Commitments; No Default (a) Except as set forth in the Company Disclosure Schedule, the Company is not a party to, nor are any of the Assets bound by, any written or oral:

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

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