Common use of Termination of Intercompany Contracts Clause in Contracts

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. (b) The provisions of Section 1.07(a) shall not apply to any of the following Contracts (or to any of the provisions thereof): (i) this Agreement and the other Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any other Transaction Document to be entered into by any of the parties hereto or any of their respective Subsidiaries), (ii) any Contract listed or described in Section 1.07(b) of the Weyerhaeuser Disclosure Letter, (iii) any Contract to which any Person other than Weyerhaeuser and WRECO and their respective wholly-owned Subsidiaries is a party and (iv) any other Contract that this Agreement or any other Transaction Document expressly contemplates will survive the Distribution Date.

Appears in 4 contracts

Samples: Transaction Agreement (Weyerhaeuser Real Estate Co), Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Weyerhaeuser Co)

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Termination of Intercompany Contracts. (a) Except as set forth in Section 1.07(b1.06(b), in furtherance of the releases and other provisions of Section 12.0111.01, WRECO effective as of the Closing, Parent and each WRECO SubsidiarySellers shall cause any and all Contracts between or among any Transferred Group Member, on the one hand, and Weyerhaeuser and each Weyerhaeuser Parent or any Parent Subsidiary (other than WRECO and the WRECO SubsidiariesTransferred Group Members), on the other hand, shallto be terminated, on or prior to the Distribution Date, terminate without any and all Contracts between or among WRECO or any WRECO Subsidiary, on the one hand, and Weyerhaeuser or any Weyerhaeuser Subsidiary liability (other than WRECO 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 WRECO SubsidiariesClosing, the Transferred Group Members), 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 DateClosing, 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. (b) The provisions of Section 1.07(a1.06(a) shall not apply to any of the following Contracts (or to any of the provisions thereof): (i) this Agreement and the other Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any other Transaction Document to be entered into by any of the parties hereto or any of their respective Subsidiaries), (ii) any Contract listed or described in Section 1.07(b1.06(b) of the Weyerhaeuser Disclosure Letter, Letter and (iii) any Contract to which any Person other than Weyerhaeuser and WRECO Parent, Sellers, the Transferred Entities and their respective wholly-owned Subsidiaries is a party and (iv) any other Contract that this Agreement or any other Transaction Document expressly contemplates will survive the Distribution Dateparty.

Appears in 1 contract

Samples: Purchase Agreement (NRG Energy, Inc.)

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