Intra-Group Agreements. Save in respect of any intra group arrangements referred to in the Transitional Services Agreement, the Vendor acknowledges that the Purchaser shall have an option to terminate any Intra Group Agreement, on demand and without compensation or any termination payment, within three months following Completion by serving written notice on the relevant member of the Telefonica Group. The Vendor agrees that any Group Company which is either a party to, or has obligations under, benefits from or adheres to, any supply or procurement contract to which any member of the Retained Group is party, including the Sourcing Services Contract, shall, on request by the Purchaser, be released with effect from Completion from such contract and any obligation or liabilities arising thereunder.
Intra-Group Agreements. Except as set forth in Part A, Section 5.4 of the Disclosure Schedule and except for the agreements contemplated hereunder, as at the date hereof, there are no other agreements in place between BKAP (and any of its Affiliates) on the one side and any of the BKAP Subsidiaries on the other.
Intra-Group Agreements. The processing and transfer of Personal Data (including cross border transfers) be- tween Avanade and its Affiliates as subprocessors is facilitated and addressed by the Intra-Group Data Processing and Transfer Agreement executed between Avanade and its Affiliates.
Intra-Group Agreements. Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller’s Group (excluding the Companies) on the one hand and one or more Companies on the other hand shall be terminated prior to or at Closing to the extent related to the Operations.
Intra-Group Agreements. Save as contemplated by this Agreement (including, for the avoidance of doubt, Schedule 7), no member of the Broadcast Group will at Completion be a party to any legally binding agreement with any obligations which are material to the Broadcast Group and which have not been fulfilled, with any member of the ntl Group (excluding any other member of the Broadcast Group, any member of the Digital Group or any Digital Joint Venture Company).
Intra-Group Agreements. Save as required by this Agreement (including, for the avoidance of doubt, Schedule 5 (Ancillary Agreements)), no member of the Target Group will at Completion be a party to any legally binding agreement with or, any material legally binding agreement for the benefit of, any member of the NTL Group (excluding, for the avoidance of doubt, any other member of the Target Group).
Intra-Group Agreements. The Disclosure Letter contains a list, with summary details (including details of any Intra-Group Service Fees), of all agreements (not being agreements entered into in the ordinary course of business on arm's length terms or agreements evidencing Intra-Group Indebtedness or agreements which can be terminated on one month's notice or less without liability, or agreements which are to terminate on or before Completion) made between any SF Group Company and any member(s) of the ABB Group which are not covered by the Transitional Services Agreement.
Intra-Group Agreements. Save as set forth in Exhibit 10.1, none of the Group Companies is bound by any contract, commitment or other arrangement directly or indirectly with the Sellers, any member of the Sellers’ Group, any of the Sellers’ Affiliates or any of their respective corporate officers (mandataires sociaux).
Intra-Group Agreements. Except for the agreements listed on Schedule 5.13 of the Disclosure Letter or as otherwise provided in this Agreement, all agreements between the Company, on the one side, and Seller or any of its Affiliates, on the other side, shall be terminated effective as of the Closing Date and no further rights or obligations of any party shall continue thereunder (except, in the case of liabilities accrued prior to the Closing, for the obligation to pay such amounts due). Except as may be expressly set forth in any such agreement, all rights of the Company as a member of a consolidated group with, or as a Subsidiary of, Seller or any of its other Affiliates, or otherwise, under any contract between Seller or any of its Affiliates (other than the Company) and any third party for goods, services or otherwise shall terminate effective as of the Closing Date.
Intra-Group Agreements. 5.3.1 Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller’s Group (excluding the Group Companies) on the one hand and one or more Group Companies on the other hand shall be, prior to or at Closing, terminated or amended to remove any such Group Company as a party thereto, in each case without any direct or contingent liability or obligation to such Group Company, except to the extent reflected in the calculation of Net Debt and as contemplated by Clause 7.2.3.
