Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.5(b), the WMB Entities, on the one hand, and the WPX Entities, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders), whether or not in writing, between or among any WMB Entity, on the one hand, and any WPX Entity, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect from and 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 2.5(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 WMB Entity or WPX Entity); (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as the case may be, is a party; (iii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.3(b), the WMB HII Entities, on the one hand, and the WPX New NGC Entities, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders), whether or not in writing, between or among any WMB HII Entity, on the one hand, and any WPX New NGC Entity, on the other hand, effective as of the Effective TimeDistribution. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution. 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 2.5(a2.3(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 WMB Entity of the parties or WPX Entityany HII Entities and New NGC Entities); (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB New NGC or WPXHII, as the case may be, is a partyparty (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (iii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective TimeDistribution; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v2.3(b)(v). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB New NGC Entity, on the one hand, and any WPX HII Entity, on the other hand, in existence as of immediately prior to the Effective Time Distribution and after giving effect to the Internal Reorganization shall be satisfied and/or settled by the relevant members of the WMB New NGC Group and the WPX New HII Group no later than the Effective Time Distribution by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMBNorthrop Grumman.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.6(b), the WMB Entities, on the one hand, and the WPX Entities, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders), whether or not in writing, between or among any WMB Entity, on the one hand, and any WPX Entity, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. 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 2.5(a2.6(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 WMB Entity or WPX Entity); (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as the case may be, is a party; (iii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective TimeDate; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v2.6(b)(v). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time Date shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time Date by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b3.01(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.01 hereof, the Company and each Person in the Company Group, on the one hand, and Cellectis and each Person in the WPX EntitiesCellectis Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including all intercompany work ordersaccounts payable or accounts receivable between a member of the Cellectis Group, on the one hand, and a member of the Company Group, on the other hand (“Intercompany Accounts”) accrued as of the Effective Date), whether or not in writing, between or among the Company and any WMB EntityPerson in the Company Group, on the one hand, and Cellectis and any WPX EntityPerson in the Cellectis Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. 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 2.5(a3.01(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 and Agreement; (ii) the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement Agreement, or any Ancillary Agreement to be entered into by any WMB Entity of the Parties or WPX Entityany Person in their respective Groups); ; (iiiii) any agreements, arrangements, commitments or understandings set forth or described on Schedule 3.01(b)(iii); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as Person other than solely the case may be, Parties and their respective Affiliates is a party; ; and (iiiv) any other agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; Date (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Groupcollectively, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(vthe “Surviving Contracts”). (c) Except as otherwise expressly and specifically provided Notwithstanding anything in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on to the one hand, and any WPX Entity, on the other handcontrary, in existence as of immediately prior the event the Parties agree in writing that an agreement, arrangement, commitment or understanding terminated pursuant to Section 3.01(a) should have remained in force or effect after the Effective Time Date, such agreement, arrangement, commitment or understanding shall pursuant to this Section 3.01(c) be satisfied and/or settled by deemed a Surviving Contract and each Party shall, at the relevant members reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMBforegoing.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.06(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.01 hereof, the Company and each Person in the Company Group, on the one hand, and Pfizer and each Person in the WPX EntitiesPfizer Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including all intercompany work ordersaccounts payable or accounts receivable between a member of the Pfizer Group, on the one hand, and a member of the Company Group, on the other hand (“Intercompany Accounts”) accrued as of the Effective Date), whether or not in writing, between or among the Company and any WMB EntityPerson in the Company Group, on the one hand, and Pfizer and any WPX EntityPerson in the Pfizer Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. 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 2.5(a2.06(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 Local Separation Agreements and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement, any Local Separation Agreement or any Ancillary Agreement to be entered into by any WMB Entity of the parties hereto or WPX Entityany Person in their respective Groups); ; (ii) any agreements, arrangements, commitments or understandings set forth or described on Schedule 2.06(b)(ii); (iii) any agreements, arrangements, commitments or understandings (including any Shared Contracts) to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as Person other than the case may be, parties hereto and their respective Affiliates is a party; ; and (iiiiv) any other agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the WMB Entitiesreleases and other provisions of Section 6.01, effective as of the Distribution, AOL and each other member of the AOL Group, on the one hand, and TWX and each other member of the WPX EntitiesTWX Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or understandings written, including all intercompany accounts payable or accounts receivable (including intercompany work orders“Intercompany Accounts”), whether between such parties and in effect or not in writing, between or among any WMB Entity, on the one hand, and any WPX Entity, on the other hand, effective accrued as of the Effective TimeDistribution. No such terminated Intercompany Account, agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution Date. Each party Party shall, at the reasonable request of the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.5(a2.03(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 and the Ancillary Agreements (and each other agreement agreement, arrangement, commitment, understanding or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any WMB Entity or WPX Entityother member of its Group); , (ii) any existing written agreements, arrangements, commitments or understandings to which any nonprovide services between a member of the AOL Group, on the one hand, and a member of the TWX Group, on the other hand, that have been entered into in the ordinary course of business on an arm’s-wholly owned Subsidiary length basis, including outstanding operational intercompany trade receivables or non-wholly owned Affiliate of WMB or WPX, as the case may be, is a party; payables incurred on such basis but excluding Qualified Intercompany Accounts and (iii) any other agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Distribution Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.4(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 5.1 hereof, Teradata and each member of the Teradata Group, on the one hand, and NCR and each member of the WPX EntitiesNCR Group, on the other hand, hereby terminate terminate, effective as of the Effective Time, any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among Teradata and/or any WMB Entitymember of the Teradata Group, on the one hand, and NCR and/or any WPX Entitymember of the NCR Group, on the other hand, effective as of the Effective Time; provided, however, to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeTime (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). 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 2.5(a2.4(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 WMB Entity of the parties hereto or WPX Entityany of the members of their respective Groups); ; (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is a party (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 Teradata Assets or Teradata Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of NCR or non-wholly owned Affiliate of WMB or WPXTeradata, as the case may be, is a party; party (iiiit being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (v) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality . Any intercompany accounts payable or non-disclosure agreements among any members accounts receivable accrued as of either Group the Effective Time that are reflected in the books and records of the parties or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v). (c) Except as otherwise expressly and specifically provided documented in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, writing in existence accordance with past practices shall be settled for cash as of immediately prior to the Effective Time shall Time. If the parties agree, such settlement may be satisfied and/or settled effected by the relevant members indirect payments from or to an affiliate of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each obligee as the case as determined by WMBmay be.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.4(b), Genworth and each member of the WMB EntitiesGenworth Group, on the one hand, and GE and each member of the WPX EntitiesGE Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among Genworth or any WMB Entitymember of the Genworth Group, on the one hand, and GE or any WPX Entitymember of the GE Group, on the other hand, effective as of the Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeClosing Date. 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 2.5(a2.4(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 Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any WMB Entity of the parties hereto or WPX Entityany of the members of their respective Groups); (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); (iii) the guarantees, indemnification obligations, surety bonds and other credit support agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(iii) (the “GE Guarantees”); (iv) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is a party (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 Genworth Assets or Genworth Liabilities, they shall be assigned pursuant to Section 2.1); (v) any accounts payable or accounts receivable between a member of the GE Group, on the one hand, and a member of the Genworth Group, on the other hand, accrued as of the Closing Date and reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, that all trade accounts payable, trade accounts receivable and intercompany loans must be settled within 90 days after the Closing Date except as otherwise provided for in the Transaction Documents; (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of GE or non-wholly owned Affiliate of WMB or WPXGenworth, as the case may be, is a party;party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (iiivii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement Transaction Document expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Closing Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b1.05(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 6.01 hereof, AG.cxx xxx AG.cxx'x Xubsidiaries, on the one hand, and the WPX EntitiesAG Group, on the other hand, hereby terminate terminate, effective as of the Closing Date, any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among any WMB Entity, on AG.cxx xxx AG.cxx'x Xubsidiaries and the one hand, and any WPX Entity, on AG Group (including without limitation those that might be deemed to arise because the other hand, effective as contribution of the Effective TimeAG.cxx Xxxiness Assets may somehow be deemed to include a contribution of an obligation owing to the division of AG holding the AG.cxx Xxxiness Assets from some member of the AG Group). No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeClosing Date. 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 2.5(a1.05(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 WMB Entity or WPX EntityAgreement); , (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary Person other than the parties hereto or non-wholly owned Affiliate of WMB or WPX, as the case may be, their respective Affiliates is a party; , and (iii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either GroupClosing Date including, including any obligation not to disclose proprietary or privileged information; and (v) any agreementswithout limitation, arrangements, commitments or understandings those listed or described on Schedule 2.5(b)(vSCHEDULE 1.05(b). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b3.01(b), the WMB EntitiesCompany and each Person in the Company Group, on the one hand, and Parent, CIBC and each Person in the WPX EntitiesCIBC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among the Company and any WMB EntityPerson in the Company Group, on the one hand, and Parent, CIBC and any WPX EntityPerson in the CIBC Group, on the other hand, effective as of the Effective Time. No Date and no such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. The Parties agree that all intercompany accounts receivable, accounts payable and balances arising on or prior to the Effective Date (collectively, “Intercompany Accounts”) between any member of the CIBC Group and any member of the Company Group shall be invoiced promptly after the Effective Date and paid within forty-five (45) days of receipt of invoice. 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 the first sentence of Section 2.5(a3.01(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 Agreement; (ii) the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement Agreement, or any Ancillary Agreement to be entered into by any WMB Entity of the Parties or WPX Entityany Person in their respective Groups); ; (iiiii) any agreements or arrangements that the Transition Services Agreement contemplates will remain in effect; (iv) any agreements, arrangements, commitments or understandings set forth or described on Schedule 3.01(b)(iv); (v) all assignment agreements and other instruments providing for the assignment of trademarks from a CIBC Group member to which any non-wholly owned Subsidiary a Company Group member on or non-wholly owned Affiliate prior to the date of WMB or WPX, as the case may be, is a party; this Agreement; and (iiivi) any other agreements, arrangements, commitments commitments, guarantees, understandings or understandings Intercompany Accounts that this Agreement Agreement, or any Ancillary Agreement expressly contemplates will survive the Effective Time; Date (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Groupcollectively, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(vthe “Surviving Contracts”). (c) Except as otherwise expressly and specifically provided Notwithstanding anything in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on to the one hand, and any WPX Entity, on the other handcontrary, in existence as of immediately prior the event the Parties agree in writing that an agreement, arrangement, commitment or understanding terminated pursuant to Section 3.01(a), should have remained in force or effect after the Effective Time shall Date, such agreement, arrangement, commitment or understanding shall, pursuant to this Section 3.01(c), be satisfied and/or settled by deemed a Surviving Contract and each Party shall, at the relevant members reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMBforegoing.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.06(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.01 hereof, the Company and each Person in the Company Group, on the one hand, and Pfizer and each Person in the WPX EntitiesPfizer Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including all intercompany work ordersaccounts payable or accounts receivable between a member of the Pfizer Group, on the one hand, and a member of the Company Group, on the other hand ("Intercompany Accounts") accrued as of the Effective Date), whether or not in writing, between or among the Company and any WMB EntityPerson in the Company Group, on the one hand, and Pfizer and any WPX EntityPerson in the Pfizer Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. 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 2.5(a2.06(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 Local Separation Agreements and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement, any Local Separation Agreement or any Ancillary Agreement to be entered into by any WMB Entity of the parties hereto or WPX Entityany Person in their respective Groups); ; (ii) trade payables and receivables between the Company and Pfizer, or any of their respective Affiliates, incurred in the ordinary course of business on or prior to the Effective Date; (iii) any agreements, arrangements, commitments or understandings set forth or described on Schedule 2.06(b)(iii); (iv) any agreements, arrangements, commitments or understandings (including any Shared Contracts) to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as Person other than the case may be, parties hereto and their respective Affiliates is a party; ; and (iiiiv) any other agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts that this Agreement, any Local Separation Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b3.6(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.1, on the one handparties hereby terminate, and effective as of the WPX EntitiesDistribution Date, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between them; provided, however, that to the extent any such agreement, arrangement, commitment or among understanding is inconsistent with any WMB EntityAncillary Agreement, on the one hand, and any WPX Entity, on the other hand, such termination shall be effective as of the Effective Timedate of the effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effectiveness of the applicable Ancillary Agreement). 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 2.5(a3.6(a) shall not apply to those matters described in Section 4.1(d) or 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 WMB Entity or WPX EntityAgreement, including the KSI Note); (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary Person other than the parties hereto or non-wholly owned Affiliate of WMB or WPX, as the case may be, their respective Affiliates is a party; (iii) any inter-company accounts payable or accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices, and any warranty or other Liabilities arising from any purchase and sale transactions for goods or services between the parties entered into on or before the Distribution Date, and (iv) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either GroupDistribution Date [, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings those listed or described on Schedule 2.5(b)(v3.6(b)]. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.05(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.01 hereof, the Company and each Person in the Company Group, on the one hand, and HeidelbergCement and each Person in the WPX EntitiesHeidelbergCement Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including all intercompany work ordersaccounts payable or accounts receivable between a member of the HeidelbergCement Group, on the one hand, and a member of the Company Group, on the other hand (“Intercompany Accounts”) accrued as of the Effective Date), whether or not in writing, between or among the Company and any WMB EntityPerson in the Company Group, on the one hand, and HeidelbergCement and any WPX EntityPerson in the HeidelbergCement Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDate. 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 2.5(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 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 WMB Entity of the parties hereto or WPX Entityany Person in their respective Groups); ; (ii) any agreements, arrangements, commitments or understandings set forth or described on Schedule 2.05(b)(ii); (iii) any agreements, arrangements, commitments or understandings (including any Shared Contracts) to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as Person other than the case may be, parties hereto and their respective Affiliates is a party; ; and (iiiiv) any other agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.4(b), Outdoor and each member of the WMB EntitiesOutdoor Group, on the one hand, and CCU and each member of the WPX EntitiesCCU Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among Outdoor or any WMB Entitymember of the Outdoor Group, on the one hand, and CCU or any WPX Entitymember of the CCU Group, on the other hand, effective as of the Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeClosing Date. 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 2.5(a2.4(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 Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by either of the parties or any WMB Entity or WPX Entityof the members of their respective Groups); (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); (iii) the guarantees, indemnification obligations, surety bonds and other credit support agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(iii) (the “CCU Guarantees”); (iv) any agreements, arrangements, commitments or understandings to which any Person other than the parties and their respective Affiliates is a party (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 Outdoor Assets or Outdoor Liabilities, they shall be assigned pursuant to Section 2.1); (v) any accounts or notes payable or accounts or notes receivable between a member of the CCU Group, on the one hand, and a member of the Outdoor Group, on the other hand, accrued as of the Closing Date and reflected in the books and records of the parties or otherwise documented in accordance with past practices; (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of CCU or non-wholly owned Affiliate of WMB or WPXOutdoor, as the case may be, is a party;; and (iiivii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement Transaction Document expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Closing Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.04(b), in furtherance of the WMB Entitiesreleases and other provisions of Section 4.01 hereof, AMO and each member of the AMO Group, on the one hand, and Allergan and each member of the WPX EntitiesAllergan Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among AMO and/or any WMB Entitymember of the AMO Group, on the one hand, and Allergan and/or any WPX Entitymember of the Allergan Group, on the other hand, effective as of the Effective TimeDistribution Date; provided, however, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution Date. 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 2.5(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 WMB Entity of the parties hereto or WPX Entityany of the members of their respective Groups); ; (ii) any agreements, arrangements, orders, commitments or understandings listed or described on SCHEDULE 2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of WMB or WPX, as Person other than the case may be, parties hereto and their respective Affiliates is a party; party (iiiit 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 AMO Assets or AMO Liabilities, they shall be assigned pursuant to Section 2.01); and (iv) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Distribution Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.4(b), Genworth and each member of the WMB EntitiesGenworth Group, on the one hand, and GE and each member of the WPX EntitiesGE Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among Genworth or any WMB Entitymember of the Genworth Group, on the one hand, and GE or any WPX Entitymember of the GE Group, on the other hand, effective as of the Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeClosing Date. 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 2.5(a2.4(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 Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any WMB Entity of the parties hereto or WPX Entityany of the members of their respective Groups); (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); (iii) the guarantees, indemnification obligations, surety bonds and other credit support agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(iii) (the “GE Guarantees”); (iv) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is a party (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 Genworth Assets or Genworth Liabilities, they shall be assigned pursuant to Section 2.1); (v) any accounts payable or accounts receivable between a member of the GE Group, on the one hand, and a member of the Genworth Group, on the other hand, accrued as of the Closing Date and reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, that all such amounts must be settled within 90 days after the Closing Date except as otherwise provided for in the Transaction Documents; (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of GE or non-wholly owned Affiliate of WMB or WPXGenworth, as the case may be, is a party;party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (iiivii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement Transaction Document expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Closing Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.4(b), Outdoor and each member of the WMB EntitiesOutdoor Group, on the one hand, and CCU and each member of the WPX EntitiesCCU Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings (including intercompany work orders)understandings, whether or not in writing, between or among Outdoor or any WMB Entitymember of the Outdoor Group, on the one hand, and CCU or any WPX Entitymember of the CCU Group, on the other hand, effective as of the Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the Effective TimeClosing Date. 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 2.5(a2.4(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 Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by either of the parties or any WMB Entity or WPX Entityof the members of their respective Groups); (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Person other than the parties and their respective Affiliates is a party (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 Outdoor Assets or Outdoor Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any accounts or notes payable or accounts or notes receivable between a member of the CCU Group, on the one hand, and a member of the Outdoor Group, on the other hand, accrued as of the Closing Date and reflected in the books and records of the parties or otherwise documented in accordance with past practices; (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of CCU or non-wholly owned Affiliate of WMB or WPXOutdoor, as the case may be, is a party;; and (iiivi) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement Transaction Document expressly contemplates will survive the Effective Time; (iv) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group, including any obligation not to disclose proprietary or privileged information; and (v) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.5(b)(v)Closing Date. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity, on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the Effective Time shall be satisfied and/or settled by the relevant members of the WMB Group and the WPX Group no later than the Effective Time by (i) forgiveness by the relevant obligor or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as determined by WMB.