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 Contracts. Except as set forth on Section 6.9 of the Seller Disclosure Schedule and except as agreed to in writing by the Seller and the Purchaser, all Affiliate Contracts, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the Closing without any further action or liability on the part of the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement, the provision of any services (similar to those contemplated by the preceding sentence) by the Seller to the Company or any Company Subsidiary from and after the Closing, which services may be provided by the Seller in its sole discretion, shall be for the convenience, and at the expense, of the Purchaser, upon mutually agreed terms.
Termination of Affiliate Contracts. Purchaser shall, and shall cause its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, to terminate the Affiliate Contracts with effect as of the Closing (the “Termination of Affiliate Contracts”). The Termination of Affiliate Contracts shall be without Liability or Loss to the Company, including as to Liabilities or Losses remaining under any Affiliate Contracts. Seller shall provide a full written release and exculpation to, and for the benefit of, the Company and Purchaser from any Liability, Loss, restriction or performance in connection with, arising out of, or relating to, the Termination of Affiliate Contracts.
Termination of Affiliate Contracts. Seller shall, and shall cause its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, to terminate the Contracts and any other transactions between Seller, its Affiliates and the Company, effective as of the Effective Time, such that none of Buyer, the Company or any of their respective Affiliates has any Liability or obligation pursuant to such Affiliate Contracts or other transactions; provided that, for the avoidance of doubt, with respect to any Affiliate Contracts that are enterprise-level Contracts maintained by Seller or its Affiliates (other than the Company), Seller shall terminate only the Company’s rights and obligations with respect to such Affiliate Contracts.
Termination of Affiliate Contracts. Except as set forth on Schedule 6.9 and except as agreed to in writing by the Seller Parties and Purchaser, all contracts, agreements or arrangements between the Company or the Subsidiary, on the one hand, and any Affiliates of the Company or the Subsidiary, on the other, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the Closing without any further action or liability on the part of the parties thereto or be terminated by the Seller Parties and other parties thereto on or prior to the Closing Date.
Termination of Affiliate Contracts. In connection with the Closing, (a) the Company shall take such actions as may be necessary to terminate any Contracts set forth in Section 5.9(a) of the Company Disclosure Schedule with no further obligations of the Company or its Affiliates from and after the Closing except (i) to the extent set forth in Section 5.9(a) of the Company Disclosure Schedule and (ii) for those certain provisions of, and obligations and liabilities under, such Contracts that expressly survive such termination by their terms, and (b) Parent shall take all such actions as may be necessary to terminate any Contracts set forth in Section 5.9(b) of the Parent Disclosure Schedule except (i) to the extent set forth in Section 5.9(b) of the Parent Disclosure Schedule and (ii) for those certain provisions of, and obligations and liabilities under, such Contracts that expressly survive such termination by their terms.
Termination of Affiliate Contracts. Except as set forth in Section 7.3(d) of the Sellers Disclosure Schedule, the Affiliate Contracts shall be terminated without any further force or effect.
Termination of Affiliate Contracts. Except as set forth on Section 6.13 of the Sellers Disclosure Schedule, effective at the Closing, the Sellers shall cause all of the Affiliate Contracts to be terminated without any termination fees payable by the Purchased Entities or any costs or other Liability assessed to Buyer or its Affiliates thereunder (including the Purchased Entities); provided that the foregoing shall not affect the services to be provided pursuant to the Transition Services Agreement and the payments to be made thereunder. Section 6.14
Termination of Affiliate Contracts. At or prior to the Closing, (i) Seller and its Affiliates (other than the Company Entities), on the one hand, and the Company Entities, on the other hand, shall have paid, settled, netted, cancelled, forgiven or released, including via Debt to Equity Conversion, the Intercompany Accounts between such parties, or Seller shall have caused any such Intercompany Accounts to be transferred to or from the Company Entities, such that the Company Entities, on the one hand, and Seller and its Affiliates (other than the Company Entities), on the other hand, do not have any further Liability to one another in respect of such Intercompany Accounts following Closing and (ii) except as set forth in Section 6.12 of the Seller Disclosure Schedule, the Affiliate Contracts other than those listed in Section 6.14 of the Seller Disclosure Schedule shall be terminated without any further force or effect.
Termination of Affiliate Contracts. Prior to Closing, except as otherwise agreed in writing by Purchaser, Seller shall cause to be terminated (with no ongoing Liability to Mavrix, Canton Renewables or XXXX Xxxxxx) each Contract existing between Seller or an Affiliate of Seller (excluding Mavrix, Canton Renewables and XXXX Xxxxxx), on the one hand, and any of Mavrix, Canton Renewables and XXXX Xxxxxx, on the other hand. Seller shall provide Purchaser with evidence of the termination of each such Contract prior to or at Closing.
