Termination of Affiliate Obligations. At or prior to the Closing, except as set forth on Schedule 7.16 of the Company Disclosure Schedule and liabilities relating to any (x) employment relationships and (y) the payment of compensation and benefits in the ordinary course of business consistent with past practice, the Company and the Major Company Stockholders, as applicable, shall cause all liabilities and obligations between any of the Company Group, on the one hand, and a Related Person, on the other hand with respect to the agreements listed on Schedule 3.23 of the Company Disclosure Schedule, to be terminated.
Termination of Affiliate Obligations. Except with respect to liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business, and except for the matters described on Schedule 5.11, Sellers shall terminate, sever, or assign to a Seller (in each case with appropriate mutual releases) effective as of or prior to the Closing, all contracts, agreements, arrangements, Indebtedness and obligations between the Company and the Subsidiaries, on the one hand, and Seller or its Affiliates (other than the Company and the Subsidiaries), on the other hand (collectively, the “Terminated Affiliate Obligations”). On and after the Closing, none of Purchaser, the Company, the Subsidiaries or any of their Affiliates shall have any obligations or liabilities arising out of or pursuant to any Terminated Affiliate Obligations.
Termination of Affiliate Obligations. All Contracts, liabilities and obligations between the Company or its Subsidiaries, on the one hand, and the Seller or its Affiliates (other than the Company or any of its Subsidiaries) on the other hand, shall be terminated in full as of the completion of the Closing.
Termination of Affiliate Obligations. On or before the Closing Date, except for liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business, all liabilities and obligations between the Company, on the one hand, and one or more of the Sellers, the Holder Representative or any Affiliate thereof, on the other hand, including any and all contracts, agreements and instruments (other than this Agreement and any ancillary agreement contemplated herein) between the Company, on the one hand, and one or more of the Sellers, the Holder Representative or any Affiliate thereof, on the other hand, shall be terminated in full, without any liability for the Company following the Closing.
Termination of Affiliate Obligations. Except with respect to liabilities relating to employment relationships and the payment of compensation and benefits in the Ordinary Course of Business, and except for the matters described on Schedule 5.9, the Seller shall terminate, settle, cancel, or assign effective as of or prior to the Effective Time, all Contracts, Intercompany Debt and obligations between the Company and the Subsidiary, on the one hand, and Seller or its Affiliates (other than the Company and the Subsidiary), on the other hand, including the termination or severance of Tax services, treasury and finance services, legal services and banking services (to include the severance of any centralized clearance accounts) (collectively, the “Terminated Affiliate Obligations”). On and after the Effective Time, none of the Purchaser, the Company, the Subsidiary or any of their Affiliates shall have any obligations or liabilities arising out of or pursuant to any Terminated Affiliate Obligations.
Termination of Affiliate Obligations. On or before the Closing Date, except for Liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business consistent with past practices, all Liabilities between the Company or the Company Subsidiaries, on the one hand, and one or more of its Affiliates or the Sellers (other than Liabilities between the Company and the Company Subsidiaries), on the other hand, including any and all Contracts, agreements and instruments (other than this Agreement and any ancillary agreement contemplated herein) between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company and any Company Subsidiary), on the other hand, shall be terminated in full, without any Liability for the Company or the Company Subsidiaries following the Closing, subject, in the case of the Management Agreement, to the Buyer’s delivery of the payment in respect of the Management Fee in accordance with Section 2.2(f).
Termination of Affiliate Obligations. On or before the Closing Date, except for liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business consistent with past practices, all liabilities and obligations between the Company or the Company Subsidiaries, on the one hand, and one or more of its Affiliates or Sellers (other than liabilities or obligations between the Company and the Company Subsidiaries), on the other hand, including any and all contracts, agreements and instruments (other than this Agreement and any ancillary agreement contemplated herein) between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company and any Company Subsidiary), on the other hand, shall be terminated in full, without any liability for the Company or the Company Subsidiaries following the Closing.
Termination of Affiliate Obligations. On or before the Closing Date, except pursuant to an Ancillary Agreement or as set forth on Schedule 6.7, all liabilities and obligations between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company or the Company Subsidiaries or employees of the Company or any Company Subsidiary), on the other hand, including (i) any and all Indebtedness or intercompany accounts between the Company or any Company Subsidiary on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company or the Company Subsidiaries), on the other hand, and (ii) any and all Contracts (other than this Agreement and any Ancillary Agreement contemplated herein) between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including the Sellers but not including the Company or the Company Subsidiaries), on the other hand, shall be terminated in full, without any liability for the Company or any Company Subsidiary thereof following the Closing.
Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 6.17 hereto, and except for this Agreement and any ancillary agreements contemplated herein and for Liabilities relating to employment relationships and the payment of compensation and benefits in the Ordinary Course of Business, all Liabilities and obligations of the Alta Companies under any Contract or arrangement contemplated by Section 3.26 shall be terminated in full as of the completion of Closing without Liability to the Alta Companies and, from and after the completion of Closing, the Alta Companies shall have no surviving obligations or Liabilities to any other party to such Contract or arrangements whatsoever with respect to any such Contract or arrangement.
Termination of Affiliate Obligations. On or before the Closing Date, except for the Assumed Indebtedness, liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business consistent with past practices and agreements to be entered into at the Closing as contemplated hereunder, all liabilities and obligations between the Company or the Company Subsidiaries, on the one hand, and one or more of its Affiliates or Securityholders (other than liabilities or obligations between the Company and the Company Subsidiaries), on the other hand, including any and all Contracts (other than this Agreement and any ancillary agreement contemplated herein) between the Company or any Company Subsidiary, on the one hand, and one or more of its Affiliates (including the Securityholders but not including the Company and any Company Subsidiary), on the other hand, shall be terminated in full, without any liability for the Company or the Company Subsidiaries following the Closing.
