Termination of NJRES Agreements and Other Agreements Clause Samples

Termination of NJRES Agreements and Other Agreements. (a) Marketing shall not have elected to exercise the recall right described in Section 7.19. (b) The Sellers shall have delivered to the Purchasers (i) a guarantee executed by eCORP that unconditionally and absolutely guarantees to the Purchasers and the Companies the performance by eCORP of the indemnification obligations of eCORP set forth in Section 3.e.6. of the Settlement Agreement, and (ii) a guarantee executed by NJRES that unconditionally and absolutely guarantees to the Purchasers and the Companies the performance by NJRES of the indemnification obligations of NJRES set forth in Section 7.f. of the Settlement Agreement, and which, in both cases, extends the benefit of such indemnities to the Companies. (c) The Marketing Services Agreement, dated as of April 1, 2003, between CNYOG and eCorp Energy Marketing, LLC shall have been wound up and terminated except with respect to those ISS Service Contracts listed on Schedule 9.11(c). Except for commissions that will be payable by CNYOG to eCorp Energy Marketing, LLC after the Closing with respect to the ISS Service Contracts listed on Schedule 9.11(c) and in accordance with the formulas for computing such commissions described on Schedule 9.11(c), all commissions or other amounts to be received by eCorp Energy Marketing, LLC from a Company shall have been paid in full and settled prior to the Closing. (d) The Companies shall have terminated all of the Contracts and Other Agreements that are listed on Schedule 9.11(d) and are between or among any Company and any one or more of the parties to the Settlement Agreement or any Seller Related Party.