Common use of Termination of Affiliate Contracts Clause in Contracts

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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consolidated Edison Co of New York Inc)

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Termination of Affiliate Contracts. At or prior to the Closing, except as set forth in Section 6.9 of the Seller Disclosure Schedule, (ia) Seller and its Affiliates (other than the Company Entities), on the one hand, and the Company Entities, on the other hand, shall have paidpay, settledsettle, nettednet, cancelledcancel, forgiven forgive or released, including via Debt to Equity Conversion, release any Liabilities under the Intercompany Accounts between such partiesPersons, or Seller shall have caused cause any such Intercompany Accounts to be transferred to or from the Company EntitiesEntities in a manner reasonably satisfactory to Buyer, 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 Closing, and (iib) except as the Affiliate Contracts, other than those set forth in Section 6.12 6.9 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sempra Energy)

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 49 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sempra Energy)

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Termination of Affiliate Contracts. At or prior to the Closing, except as set forth in Section 6.9 of the Seller Disclosure Schedule, (ia) Seller and its Affiliates (other than the Company Entities), on the one hand, and the Company Entities, on the other hand, shall have paidpay, settledsettle, nettednet, cancelledcancel, forgiven forgive or released, including via Debt to Equity Conversion, release any Liabilities under the Intercompany Accounts between such partiesPersons, or Seller shall have caused cause 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 Closing, and (iib) except as the Affiliate Contracts, other than those set forth in Section 6.12 6.9 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sempra Energy)

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