Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.9(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo and each member of the CoalCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo and/or any member of the CoalCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (v) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent Rayonier and each member of the Parent Rayonier Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent Rayonier and/or any member of the Parent Rayonier Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent Rayonier or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Rayonier Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Rayonier in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.8(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent KAR and each member of the Parent KAR Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent KAR and/or any member of the Parent KAR Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.8(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is also a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.8(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent KAR or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent KAR Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent KAR in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo UpstreamCo and each member of the CoalCo UpstreamCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo UpstreamCo and/or any member of the CoalCo UpstreamCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoUpstreamCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo UpstreamCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo PayPal and each member of the CoalCo PayPal Group, on the one hand, and Parent eBay and each member of the Parent eBay Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo PayPal and/or any member of the CoalCo PayPal Group, on the one hand, and Parent eBay and/or any member of the Parent eBay Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent eBay or CoalCoPayPal, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent eBay Group, on the one hand, and any member of the CoalCo PayPal Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements or the Commercial Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of PayPal and eBay, cancelled, assigned or assumed by PayPal or one or more PayPal Subsidiaries. All other intercompany accounts receivable and accounts payable between any member of the eBay Group, on the one hand, and any member of the PayPal Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.8(b), in furtherance of the releases and other provisions of Section 4.15.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Separation Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Separation Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Separation Time); ; (ii) any agreements, arrangements, commitments or understandings intercompany accounts receivable, accounts payable or other intercompany accounts listed or described on Schedule 2.9(b2.8(b)(ii); , which shall be treated as described therein; (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto, including any Shared Contracts; and (v) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (viiv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Separation Time shalland arising out of the contracts or agreements described in Section 2.8(b) or out of the provision, prior to the Separation Time, of the services to be provided following the Separation Time pursuant to the Ancillary Agreements shall be repaid or settled following the Separation Time in the ordinary course of business or, if otherwise mutually agreed prior to the Separation Time by duly authorized representatives of Parent and SpinCo, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, outstanding as of the Separation Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Separation Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo GRP&E/BCS SpinCo and each member of the CoalCo GRP&E/BCS Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo GRP&E/BCS SpinCo and/or any member of the CoalCo GRP&E/BCS Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoGRP&E/BCS SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo GRP&E/BCS Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.04(b), in furtherance as of the releases and other provisions of Section 4.1Distribution Date, CoalCo AT&T and each member of the CoalCo AT&T Communications Group, on the one hand, and Parent AT&T Broadband and each member of the Parent AT&T Broadband Group, on the other hand, hereby shall terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo AT&T and/or any member of the CoalCo AT&T Communications Group, on the one hand, and Parent AT&T Broadband and/or any member of the Parent AT&T Broadband Group, on the other hand, effective as of the Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the other Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any other Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); ; (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.04(b)(ii)(A); provided that the agreements set forth in Schedule 2.04(b)(ii)(B) shall be amended on the Distribution Date as set forth on such Schedule; (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.04(b)(iii) to which any Third Party Person other than the parties hereto and their respective wholly owned Affiliates is a party; party (vit being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute AT&T Broadband Assets or AT&T Broadband Liabilities, they shall be assigned pursuant to Section 2.01); (iv) any intercompany accounts payable or accounts receivable arising in the ordinary course of business and accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practicespractices (regardless of whether such intercompany accounts payable or accounts receivable accrued under an agreement, which shall arrangement, commitment or understanding that terminated pursuant to Section 2.04(a)); provided that, subject to Section 3.02, AT&T or AT&T Broadband, as the case may be, will pay or cause to be settled paid such intercompany accounts payable promptly when due; (v) except as otherwise provided in the manner contemplated by Section 2.9(c); Tax Sharing Agreement, any written Tax sharing or Tax allocation agreements to which any member of any Group is a party; (vi) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.04(b)(vi) to which any non-wholly owned Subsidiary or Affiliate of Parent AT&T or CoalCoAT&T Broadband, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and ; (vii) any Shared Contracts. agreements, arrangements, commitments or understandings that (cA) All either any Ancillary Agreement or any other agreement, arrangement, commitment or understanding that pursuant to the terms of this Section is not to be terminated as of the intercompany accounts receivable and accounts payable between Distribution Date contemplates will be entered into or made on or after the date hereof or (B) are otherwise necessary to implement the transactions contemplated by any of the foregoing clauses or that implement term sheets contemplated by any of the foregoing clauses on terms not materially less advantageous to any member of the Parent AT&T Broadband Group, on the one hand, and any member ; provided that each of the CoalCo Groupagreements, on arrangements, commitments or understandings referred in this clause (vii) must be in form and substance reasonably satisfactory to Comcast; and (viii) any other agreements, arrangements, commitments or understandings that this Agreement or any other Ancillary Agreement expressly contemplates will survive the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretionDistribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viii) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viiv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viiv) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.05(b) or Section 2.05(c), in furtherance of the releases and other provisions of Section 4.14.01, CoalCo Spinco and each other applicable member of the CoalCo Spinco Group, on the one hand, and Parent Pluto and each other applicable member of the Parent Pluto Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandingsunderstandings (including all intercompany accounts payable or accounts receivable between a member of the Pluto Group, on the one hand, and a member of the Spinco Group, on the other hand (“Intercompany Accounts”) accrued as of the Distribution Time), whether or not in writing, between or among CoalCo and/or Spinco and any other member of the CoalCo Spinco Group, on the one hand, and Parent and/or Pluto and any other member of the Parent Pluto Group, on the other hand, effective as of the Effective Distribution Time. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Distribution Time. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.05(a) shall not apply to any of the following agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement Agreement, the Business Combination Agreement, the Local Separation Agreements, the Additional Transfer Documents, and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement Agreement, the Business Combination Agreement, any Local Separation Agreement, the Additional Transfer Documents or any Ancillary Agreement to be entered into by any of the Parties or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or commitments, understandings listed (but not any Intercompany Accounts) set forth or described on Schedule 2.9(b2.05(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings (including any Shared Contracts) to which any Third Party Person other than the Parties and their respective Affiliates is a party; (v) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (viiv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent Pluto or CoalCoSpinco, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viiv) any Shared Contractsother agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement, any Local Separation Agreement, the Additional Transfer Documents or any Ancillary Agreement expressly contemplates will survive the Distribution Time. In addition, notwithstanding Section 2.05(a), any Spinco Intercompany Receivables and Spinco Intercompany Payables shall be settled and paid as of the Distribution Time by the member owing such amount (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement, which shall instead be settled in accordance with the terms of such Ancillary Agreement). (c) All of The Parties shall use their commercially reasonable efforts to settle in full or terminate prior to the intercompany accounts receivable Distribution Time all Intercompany Accounts representing trade payables and accounts payable receivables between any a member of the Parent Pluto Group, on the one hand, and any a member of the CoalCo Spinco Group, on the other hand, outstanding as incurred prior to the Distribution Time in the ordinary course of business. If any such Intercompany Account is not so settled in full or terminated prior to the Effective Time shallDistribution Time, the Parties shall continue to use commercially reasonable efforts to cause such Intercompany Account to be settled in full or terminated as promptly as practicable after the Effective Time, thereafter and in all events until such Intercompany Account is settled in full or terminated. Pluto shall be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination responsible for all of the foregoingcosts and Liabilities of any member of the Spinco Group relating to, arising out of or otherwise as determined by Parent resulting from any failure to settle in its sole and absolute discretion.full or terminate any such Intercompany Account prior to the Distribution Time. This Section 2.05(c) shall apply notwithstanding anything to the contrary in this Agreement or in any Ancillary Agreement,

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo UE and each member of the CoalCo UE Group, on the one hand, and Parent Vornado and each member of the Parent Vornado Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo UE and/or any member of the CoalCo UE Group, on the one hand, and Parent Vornado and/or any member of the Parent Vornado Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent Vornado or CoalCoUE, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Vornado Group, on the one hand, and any member of the CoalCo UE Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Vornado in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii), which shall be treated as described therein; (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable (except for intercompany accounts arising under the Ancillary Agreements or the agreements, arrangements, commitments or understandings listed on Schedule 2.7(b)(ii)) between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion. Any such intercompany accounts that are settled after the Effective Time, but in connection with the Separation and the Distribution shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Effective Time.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo WPG and each member of the CoalCo WPG Group, on the one hand, and Parent SPG and each member of the Parent SPG Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo WPG and/or any member of the CoalCo WPG Group, on the one hand, and Parent SPG and/or any member of the Parent SPG Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent SPG or CoalCoWPG, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent SPG Group, on the one hand, and any member of the CoalCo WPG Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent SPG in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo RVI and each member of the CoalCo RVI Group, on the one hand, and Parent DDR and each member of the Parent DDR Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo RVI and/or any member of the CoalCo RVI Group, on the one hand, and Parent DDR and/or any member of the Parent DDR Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Management Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Management Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii) (collectively, the “Continuing Contracts”), if any; (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent DDR or CoalCoRVI, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent DDR Group, on the one hand, and any member of the CoalCo RVI Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c)) shall, as promptly as practicable after prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent DDR in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.5(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each other member of the CoalCo SpinCo Group, on the one hand, and Parent VSI and each other member of the Parent CES Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writingContracts, between or among CoalCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent CES Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding Contract (including any provision thereof which purports to survive termination) shall will be of any further force or effect after the Effective Time. Each Party shallwill, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.5(a) shall will not apply to any of the following agreements, arrangements, commitments or understandings Contracts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties VSI, SpinCo or any of the members other member of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings Contracts listed or described on Schedule 2.9(b2.5(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings Contracts to which any Third Party is a party; (viv) any Contracts under which any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practicespractice, which shall will be settled in the manner contemplated by Section 2.9(c2.5(c); (viv) any agreements, arrangements, commitments or understandings Contracts to which any non-wholly owned Subsidiary of Parent VSI or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent CES Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shalland arising out of the Contracts described in Section 2.5(b), as promptly as practicable after or out of the provision, prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoingservices to be provided following the Effective Time pursuant to any of the Ancillary Agreements will be paid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of SpinCo and VSI, cancelled, assigned or otherwise as determined assumed by Parent in its sole and absolute discretionSpinCo or VSI or one or more Subsidiaries of SpinCo or VSI.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo PayPal and each member of the CoalCo PayPal Group, on the one hand, and Parent eBay and each member of the Parent eBay Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo PayPal and/or any member of the CoalCo PayPal Group, on the one hand, and Parent eBay and/or any member of the Parent eBay Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent eBay or CoalCoPayPal, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.any

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.8(b), in furtherance of the releases and other provisions of Section 4.1set forth in Article V, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent NOV and each member of the Parent NOV Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo GroupSpinCo Group and/or any entity that shall be a member of the SpinCo Group as of the Effective Time, on the one hand, and Parent NOV and/or any member of the Parent GroupNOV Group (other than entities that shall be members of the SpinCo Group as of the Effective Time), on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from Groups, including, for the avoidance of doubt, those agreements and after instruments entered into in connection with the Effective TimeSpinCo Financing Arrangements); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.9(b2.8(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a partyparty (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute SpinCo Assets or SpinCo Liabilities, they shall be assigned pursuant to Section 2.1); (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(cdescribed on Schedule 2.8(b)(iv); (viv) any agreements, arrangements, commitments or understandings to which any non-member of the NOV Group or SpinCo Group, other than NOV, SpinCo or any wholly owned Subsidiary of Parent NOV or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); (vi) any Shared Contracts; and (vii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between other agreements, arrangements, commitments or understandings that this Agreement or any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after Ancillary Agreement expressly contemplates shall survive the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All The Parties intend there to be no intercompany balances payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand as of the Effective Time. Notwithstanding the foregoing, to the extent any such intercompany accounts receivable and or accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, remain outstanding as of after the Effective Time Time, such accounts shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, CoalCo the Corporation and each member of Person in the CoalCo Corporation Group, on the one hand, and Parent the LLC and each member of Person in the Parent LLC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo the Corporation and/or any member of Person in the CoalCo Corporation Group, on the one hand, and Parent the LLC and/or any member of Person in the Parent LLC Group, on the other hand, effective as of the Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date, and the [gross][net] amount of all intercompany Liabilities owed by the Corporation or any Subsidiary in the Corporation Group to the LLC or any Subsidiary in the LLC Group that do not constitute Contributed Liabilities shall be deemed capital contributions of the LLC to the Corporation. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (ba) The provisions of Section 2.9(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.04(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (v) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCo, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests understandings constitute Contributed Assets or Contributed Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); and (viiiv) any Shared Contractsother agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Separation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.05(b) or Section 2.05(c), in furtherance of the releases and other provisions of Section 4.14.01, CoalCo Spinco and each other applicable member of the CoalCo Spinco Group, on the one hand, and Parent Pluto and each other applicable member of the Parent Pluto Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandingsunderstandings (including all intercompany accounts payable or accounts receivable between a member of the Pluto Group, on the one hand, and a member of the Spinco Group, on the other hand (“Intercompany Accounts”) accrued as of the Distribution Time), whether or not in writing, between or among CoalCo and/or Spinco and any other member of the CoalCo Spinco Group, on the one hand, and Parent and/or Pluto and any other member of the Parent Pluto Group, on the other hand, effective as of the Effective Distribution Time. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Distribution Time. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.05(a) shall not apply to any of the following agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement Agreement, the Business Combination Agreement, the Local Separation Agreements, the Additional Transfer Documents, and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement Agreement, the Business Combination Agreement, any Local Separation Agreement, the Additional Transfer Documents or any Ancillary Agreement to be entered into by any of the Parties or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or commitments, understandings listed (but not any Intercompany Accounts) set forth or described on Schedule 2.9(b2.05(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings (including any Shared Contracts) to which any Third Party Person other than the Parties and their respective Affiliates is a party; (v) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (viiv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent Pluto or CoalCoSpinco, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viiv) any Shared Contractsother agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement, any Local Separation Agreement, the Additional Transfer Documents or any Ancillary Agreement expressly contemplates will survive the Distribution Time. In addition, notwithstanding Section 2.05(a), any Spinco Intercompany Receivables and Spinco Intercompany Payables shall be settled and paid as of the Distribution Time by the member owing such amount (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement, which shall instead be settled in accordance with the terms of such Ancillary Agreement). (c) All of The Parties shall use their commercially reasonable efforts to settle in full or terminate prior to the intercompany accounts receivable Distribution Time all Intercompany Accounts representing trade payables and accounts payable receivables between any a member of the Parent Pluto Group, on the one hand, and any a member of the CoalCo Spinco Group, on the other hand, outstanding as incurred prior to the Distribution Time in the ordinary course of business. If any such Intercompany Account is not so settled in full or terminated prior to the Effective Time shallDistribution Time, the Parties shall continue to use commercially reasonable efforts to cause such Intercompany Account to be settled in full or terminated as promptly as practicable after the Effective Time, thereafter and in all events until such Intercompany Account is settled in full or terminated. Pluto shall be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination responsible for all of the foregoingcosts and Liabilities of any member of the Spinco Group relating to, arising out of or otherwise as determined by Parent resulting from any failure to settle in its sole and absolute discretion.full or terminate any such Intercompany Account prior to the Distribution Time. This

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo UpstreamCo and each member of the CoalCo UpstreamCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo UpstreamCo and/or any member of the CoalCo UpstreamCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoUpstreamCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.any

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts, which shall survive in accordance with the terms set forth in the Transition Services Agreement or applicable schedules thereto. (c) All The Parties intend there to be no intercompany balances payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand as of the Effective Time. Notwithstanding the foregoing, to the extent any such intercompany accounts receivable and or accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, remain outstanding as of after the Effective Time Time, such accounts shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.8(b), in furtherance of the releases and other provisions of Section 4.1set forth in Article V, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent NOV and each member of the Parent NOV Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo GroupSpinCo Group and/or any entity that shall be a member of the SpinCo Group as of the Effective Time, on the one hand, and Parent NOV and/or any member of the Parent GroupNOV Group (other than entities that shall be members of the SpinCo Group as of the Effective Time), on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from Groups, including, for the avoidance of doubt, those agreements and after instruments entered into in connection with the Effective TimeSpinCo Financing Arrangements); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.9(b2.8(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a partyparty (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute SpinCo Assets or SpinCo Liabilities, they shall be assigned pursuant to Section 2.1); (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(cdescribed on Schedule 2.8(b)(iv); (viv) any agreements, arrangements, commitments or understandings to which any non-member of the NOV Group or SpinCo Group, other than NOV, SpinCo or any wholly owned Subsidiary of Parent NOV or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); (vi) any Shared Contracts; and (vii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between other agreements, arrangements, commitments or understandings that this Agreement or any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after Ancillary Agreement expressly contemplates shall survive the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo SpinCo and each member of the CoalCo SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo SpinCo and/or any member of the CoalCo SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-non- wholly owned Subsidiary of Parent or CoalCoSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viivi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable (except for intercompany accounts arising under the Ancillary Agreements) between any member of the Parent Group, on the one hand, and any member of the CoalCo SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion. Any such intercompany accounts that are settled after the Effective Time, but in connection with the Separation and the Distribution shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Effective Time.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.8(b), in furtherance of the releases and other provisions of Section 4.15.1, CoalCo BIG Token and each member of the CoalCo BIG Token Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo BIG Token and/or any member of the CoalCo BIG Token Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Separation Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Separation Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Separation Time); ; (ii) any agreements, arrangements, commitments or understandings intercompany accounts receivable, accounts payable or other intercompany accounts listed or described on Schedule 2.9(b2.8(b)(ii); , which shall be treated as described therein; (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto, including any Shared Contracts; and (v) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (viiv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCoBIG Token, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo BIG Token Group, on the other hand, outstanding as of the Effective Separation Time shalland arising out of the contracts or agreements described in Section 2.8(b) or out of the provision, prior to the Separation Time, of the services to be provided following the Separation Time pursuant to the Ancillary Agreements shall be repaid or settled following the Separation Time in the ordinary course of business or, if otherwise mutually agreed prior to the Separation Time by duly authorized representatives of Parent and BIG Token, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the BIG Token Group, on the other hand, outstanding as of the Separation Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Separation Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.7(b), in furtherance of the releases and other provisions of Section 4.1, CoalCo Sysorex and each member of the CoalCo Sysorex Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo Sysorex and/or any member of the CoalCo Sysorex Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.7(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a partyparty thereto; (viv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned2.7(c); and (viiv) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Sysorex Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Parent and Sysorex, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the Sysorex Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.9(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, CoalCo the Corporation and each member of Person in the CoalCo Corporation Group, on the one hand, and Parent the LLC and each member of Person in the Parent LLC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CoalCo the Corporation and/or any member of Person in the CoalCo Corporation Group, on the one hand, and Parent the LLC and/or any member of Person in the Parent LLC Group, on the other hand, effective as of the Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date, and the net amount of all intercompany Liabilities owed by the Corporation or any Subsidiary in the Corporation Group to the LLC or any Subsidiary in the LLC Group that do not constitute Contributed Liabilities shall be deemed capital contributions of the LLC to the Corporation. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.9(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.9(b2.04(b)(ii); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (v) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.9(c); (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCo, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests understandings constitute Contributed Assets or Contributed Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); and (viiiv) any Shared Contractsother agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Separation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.