Common use of Termination of Intercompany Agreements; Settlement of Intercompany Accounts Clause in Contracts

Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 3.09(b), TransCo, on behalf of itself and each other member of the TransCo Group, on the one hand, and Entergy, on behalf of itself and each other member of the Entergy Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among TransCo or any member of the TransCo Group, on the one hand, and Entergy or any member of the Entergy Group, on the other hand (the “Related Party Agreements”), effective as of the Distribution Date. No such Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect at or after the Distribution Date and all parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Account as provided in Section 3.09(c). From and after the Distribution Date, no member of either Group shall have any rights or obligations under any Related Party Agreements, except as specifically provided in Schedule 3.09(b), in this Agreement, in the Merger Agreement or the Ancillary Agreements. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

Appears in 3 contracts

Samples: Merger Agreement, Separation Agreement (ITC Holdings Corp.), Separation Agreement (Entergy Corp /De/)

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Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 3.09(b1.08(b), TransCoNewco, on behalf of itself and each other member of the TransCo Newco Group, on the one hand, and EntergyXxxxxxx, on behalf of itself and each other member of the Entergy Xxxxxxx Group, on the other hand, hereby terminate any and all Contracts, whether or not in writingwriting and including any guarantee obligations, between or among TransCo Newco or any member of the TransCo Newco Group, on the one hand, and Entergy Xxxxxxx or any member of the Entergy Xxxxxxx Group, on the other hand (the “Related Party Agreements”), effective as of the Distribution Date. No such Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect at or after the Distribution Date and all parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Account as provided in Section 3.09(c1.07(c). From and after the Distribution Date, no member of either Group shall have any rights or obligations under any Related Party Agreements, except as specifically provided in Schedule 3.09(bSection 1.07(b), in this Agreement, in the Merger Agreement or the Ancillary Agreements. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Netscout Systems Inc)

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