Termination of Intercompany Contracts. (a) Except as set forth in Section 1.07(b), in furtherance of the releases and other provisions of Section 12.01, WRECO and each WRECO Subsidiary, on the one hand, and Weyerhaeuser and each Weyerhaeuser Subsidiary (other than WRECO and the WRECO Subsidiaries), on the other hand, shall, on or prior to the Distribution Date, terminate any and all Contracts between or among WRECO or any WRECO Subsidiary, on the one hand, and Weyerhaeuser or any Weyerhaeuser Subsidiary (other than WRECO and the WRECO Subsidiaries), on the other hand. No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Date, and all parties shall be released from all obligations and Liabilities thereunder. Each of the parties hereto shall, at the reasonable request of any other party hereto, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
Termination of Intercompany Contracts. The Company shall (and shall cause each member of the RemainCo Group to), on the one hand, and SpinCo shall (and shall cause each member of the SpinCo Group to), on the other hand, terminate (and no Party or any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from) any and all Contracts between or among the Company and/or any member of the RemainCo Group, on the one hand, and SpinCo and/or any member of the SpinCo Group, on the other hand, except for this Agreement or the Transition Services Agreement, with such termination to be effective as of the Distribution Effective Time. No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution 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. For the avoidance of doubt, this Section 2.4 does not apply to any trade payables and receivables, which are to be governed by Section 2.5.
Termination of Intercompany Contracts. In furtherance of the releases and other provisions of Section 6.1, LQ Parent shall (and shall cause each member of the LQ Parent Group to), on the one hand, and CPLG shall (and shall cause each member of the CPLG Group to), on the other hand, terminate (and no Party or any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from) any and all Contracts between or among LQ Parent and/or any member of LQ Parent Group, on the one hand, and CPLG and/or any member of the CPLG Group, on the other hand, except for any Continuing Arrangements as set forth on Schedule 1.1(16), this Agreement or any other Ancillary Agreement, with such termination to be effective as of the Effective Time. No such terminated Contract (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. For the avoidance of doubt, this Section 2.3 does not apply to any trade payables and receivables, which are to be governed by Section 2.4.
Termination of Intercompany Contracts. (a) Except as set forth in Section 1.05(b), the JV Entities, on the one hand, and AGA and each AGA Subsidiary, on the other hand, shall, on or prior to the Closing Date, terminate any and all Contracts between or among any JV Entity, on the one hand, and AGA or any AGA Subsidiary, on the other hand, without any further liability or obligation, by written agreements in a form acceptable to Purchaser.
Termination of Intercompany Contracts. Prior to or at the Closing, Parent shall cause all Contracts and intercompany accounts between Parent or any of its Affiliates (other than a Company or a Subsidiary), on the one hand, and any Company or Subsidiary, on the other hand, to be terminated or settled and paid in full in cash (except as contemplated by the Step Plan in compliance with the terms and conditions of this Agreement), as applicable except for those Contracts described in Section 5.5(a) of the Disclosure Schedule, in each case, in such a manner as will not result in any post-Closing liabilities or obligations for any Company or Subsidiary.
Termination of Intercompany Contracts. Effective upon the Closing, other than the Contracts listed in Section 6.16 of the Company Disclosure Letter, all Contracts between the Company or any of its Subsidiaries, on the one hand, and Diamond or any of its Affiliates (other than the Company and the Company’s Subsidiaries) shall be terminated without any party thereto having any further liability thereunder to the other parties thereto, other than ordinary course liabilities relating to the Pre-Closing Period (such Contracts to be terminated upon the Closing, the “Diamond Related Contracts”).
Termination of Intercompany Contracts. (a) Except as set forth in Section 1.06(b), in furtherance of the releases and other provisions of Section 11.01, effective as of the Closing, Parent and Sellers shall cause any and all Contracts between or among any Transferred Group Member, on the one hand, and Parent or any Parent Subsidiary (other than the Transferred Group Members), on the other hand, to be terminated, without any liability (other than Taxes that are or will be accrued as current liabilities in Net Working Capital) to Purchaser or any of the Purchaser Subsidiaries (including, from and after the Closing, the Transferred Group Members). No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Closing, and all parties thereto shall be released from all obligations and Liabilities thereunder. Each of the parties hereto shall, at the reasonable request of any other party hereto, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
Termination of Intercompany Contracts. (a) Except as set forth in Section 1.06(b), in furtherance of the releases and other provisions of Section 8.01, Parent and each of the Retained Subsidiaries shall, on or prior to the Closing Date, terminate any and all Contracts between or among Parent or any Retained Subsidiary, on the one hand, and NewCo or any Transferred Subsidiary, on the other hand (each, an “Intercompany Contract”) (in a manner which does not cause or increase any Liability for NewCo or any of the Transferred Subsidiaries). No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Closing Date. Each of the parties hereto shall, at the reasonable request of any other party hereto, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
Termination of Intercompany Contracts. Effective as of the Closing, Parent shall cause the Contracts set forth in Section 1.03(a) of the Seller Disclosure Letter to be terminated. No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Closing, and all parties thereto shall be released from all obligations and Liabilities thereunder. Each of the parties hereto shall take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
Termination of Intercompany Contracts. Except as set forth in Section 6.11 of the Disclosure Schedule, Sellers shall cause all Intercompany Contracts to be terminated immediately prior to the Closing, and, prior to the Closing, all liabilities thereunder to be settled or satisfied, in Sellers’ sole and absolute discretion, by repayment, capital contribution, distribution, offset, or any combination of the foregoing, and, after the Closing, neither Sellers nor any of their controlled Affiliates, on the one hand, nor any of the Company Group Entities, on the other hand, shall be bound thereby or have any further liability, including liability with respect to Taxes and Tax withholding, thereunder to the other party with respect to periods prior to the Closing.
