Common use of Termination of Certain Services and Contracts Clause in Contracts

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”).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (Consumers Energy Co)

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Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, Seller shall (a) terminate, terminate or sever, or assign to Seller or an Affiliate thereof effective upon or before the Closing Closing, any services provided to Seller with respect to the Project Company or the Property by Seller or an Affiliate thereofof Seller and that are not being assigned to Buyer, including the termination or severance of insurance policies (including those policies referred to in Section 6.85.7), 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 Buyer each Contract listed on Schedule 6.55.4, and (c) cause all Claims or obligations (contingent or otherwise) between with respect to the Project Companyor the Property between Seller, on one hand, and Seller or an Affiliate thereofof Seller, on the other, to be released effective immediately prior to Closing (collectively such services, Contracts, claims Claims or obligations, the "Terminated Contracts").

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consumers Energy Co)

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Termination of Certain Services and Contracts. Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, Seller shall (ai) terminate, sever, or assign to Seller or an a Non-Company Affiliate thereof effective upon or before the Closing any services provided to any of the Project Company Companies by Seller or an Affiliate thereofa Non-Company Affiliate, including the termination or severance of insurance policies (including those policies referred to in Section 6.8)policies, Tax services, legal services and banking services (to include including the severance of any centralized clearance accounts), (bii) use commercially reasonable efforts to terminate or assign to Seller or any a Non-Company Affiliate thereof each Contract listed on Schedule 6.56.10, and (ciii) cause all Claims or obligations (contingent or otherwise) between the Project a Company, on one hand, and Seller or an Affiliate thereofany Non-Company Affiliate, on the other, to be released effective immediately prior to Closing (collectively such services, Contracts, claims or obligationsContracts listed, the “Terminated Contracts”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

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