Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, Seller shall (a) terminate, sever, or assign to Seller or an Affiliate thereof effective upon or before the Closing any services provided to the Project Company by Seller or an Affiliate thereof, including the termination or severance of insurance policies (including those policies referred to in Section 6.8), Tax services, legal services and banking services (to include the severance of any centralized clearance accounts), (b) terminate or assign to Seller or any Affiliate thereof each Contract listed on Schedule 6.5, and (c) cause all Claims or obligations (contingent or otherwise) between the Project Company, on one hand, and Seller or an Affiliate thereof, on the other, to be released effective immediately prior to Closing (collectively such services, Contracts, claims or obligations, the “Terminated Contracts”).
Termination of Certain Services and Contracts. Other than for the Contracts and services listed on Schedule 6.11 and the Ancillary Agreements, prior to the Closing, Seller shall, and shall cause the members of the Seller Group to, use commercially reasonable efforts to take such actions as may be necessary to terminate, sever, or assign to Seller or its Affiliate (in each case with appropriate mutual releases) effective upon or before the Closing, and conditioned on the Closing occurring, all contracts and services between the Acquired Companies, on the one hand, and Seller or any Retained Company, on the other hand, including the termination or severance of insurance policies, Tax services, legal services and banking services (to include the severance of any centralized clearance accounts) (collectively such affiliate services and contracts, the “Terminated Affiliate Arrangements”) and shall settle all intercompany payables and receivables in connection with the Terminated Affiliate Arrangements other than the TP Payables Amount. On and after the Closing, none of Buyer, the Acquired Companies or any of their Affiliates shall have any further rights, obligations or liabilities pursuant to the Terminated Affiliate Arrangements.
Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, the Company shall (a) terminate, effective at or prior to the Closing, any services provided to the Contributed Business by the Company or an Affiliate thereof, including the termination or severance of insurance policies with respect to coverage for the Contributed Business (subject to Section 5.14), Tax services, legal services and banking services, other than any such services provided pursuant to the Transition Services Agreement and (b) terminate or amend each Contract listed on Section 5.12 of the Company Disclosure Letter (collectively such services or Contracts, the “Terminated Contracts”) as described in such section.
Termination of Certain Services and Contracts. (a) Subject to Section 6.6(b), prior to the Closing, Seller shall (without further liability of Newington Energy thereunder or therefor) (i) terminate, sever, or assign to Seller or a Non-Newington Affiliate effective upon or before the Closing any services provided to Newington Energy by Seller or a Non-Newington Affiliate, including the termination or severance of insurance policies (including those policies referred to in Section 6.8), Tax services, legal services and banking services (to include the severance of any centralized clearance accounts) and (ii) use commercially reasonable efforts to terminate or assign to Seller or a Non-Newington Affiliate each Contract listed on Schedule 6.6 (such Contracts listed, collectively, the “Terminated Contracts”).
(b) Seller agrees that promptly following the date hereof Seller and Buyer shall organize a transition team to coordinate the transition activities during the Interim period, for the purposes of developing a plan for the transition of the Project from Seller to Buyer. Seller shall cooperate in good faith to provide such support and resources as may be reasonably required to implement such transition. Seller shall use commercially reasonable efforts to facilitate discussions between the Buyer and the counterparties to Material Contracts in connection with the implementation of the transition plan. Each of the Seller, Buyer and their respective Affiliates will bear the costs each incurs in planning and implementing the transition plan; provided, however, that Seller shall not be required to incur any additional third-party out-of-pocket costs in connection with the services provided by Seller or its affiliates or any third-party pursuant to this Section 6.6(b).
Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, Seller shall (a) terminate, sever, or assign to Seller or a Non-Company Affiliate effective upon or before the Closing any services provided to any of the Project Companies by Seller or a Non-Company Affiliate, including the termination or severance of insurance policies (including those policies referred to in Section 6.8), Tax services, legal services and banking services (to include the severance of any centralized clearance accounts), (b) terminate or assign to Seller or a Non-Company Affiliate each Contract listed on Schedule 6.6, and (c) cause all Claims or obligations (contingent or otherwise) between any Project Company, on one hand, and Seller or any Non-Company Affiliate, on the other, to be released effective immediately prior to Closing (collectively such services, Contracts, claims or obligations, the “Terminated Contracts”).
Termination of Certain Services and Contracts. 55 Section 6.8 Distributions 55 Section 6.9 Insurance 55 Section 6.10 Casualty 56 Section 6.11 Condemnation 58 Section 6.12 Transfer Taxes 59 Section 6.13 Tax Matters 59 Section 6.14 Affiliate Contracts 63 Section 6.15 Appointment of Representatives 64 Section 6.16 Certain Litigation 64 Section 6.17 Updating Schedules 65 Section 6.18 Announcements 65 Section 6.19 Replacement Software Licenses 65
Termination of Certain Services and Contracts. Section 6.6 Employee and Benefit Matters
Termination of Certain Services and Contracts. Except as contemplated by this Agreement or for the commercial arrangements set forth on the Non-Terminated Affiliate Contracts Schedule, prior to the Closing, Seller shall, and shall cause the Non-Company Affiliates to, take such actions as may be necessary to terminate, sever, or assign to Seller or a Non-Company Affiliate (in each case with appropriate mutual releases) effective upon or before the Closing, and conditioned on the Closing occurring, all contracts and services between the Company or any of its Subsidiaries, on the one hand, and Seller or any Non-Company Affiliate, on the other hand, including the termination or severance of insurance policies, Tax services, legal services and banking services (to include the severance of any centralized clearance accounts) (collectively such affiliate services and Contracts (including, for the avoidance of doubt, any Contracts listed on the Affiliated Transactions Schedule), the “Terminated Affiliate Arrangements”). On and after the Closing, none of the Purchaser, the Company or any of its Subsidiaries or any of their Affiliates shall have any further rights, obligations or liabilities pursuant to the Terminated Affiliate Arrangements.
Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, the Sellers shall (or shall cause the applicable Company Entity or Blocker to) terminate, sever or assign to the Sellers or an Affiliate thereof (other than a Company Entity or Blocker) effective upon or before the Closing any Contracts for services provided to any Company Entity or Blocker by the Sellers or an Affiliate thereof (other than another Company Entity or Blocker), without any liability or obligation to Buyer or any of its Affiliates (including the Company Entities) on and after the Closing, including all such Contracts set forth in Section 3.22 of the Disclosure Schedule.
Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to Closing, CEH shall, or shall cause the relevant Project Company to, terminate effective upon Closing each employment contract entered into prior to the date of this Agreement between CEP OpCo and a CEH Founder without any payment obligation as a result of such termination that is not satisfied in full by CEH at Closing.