Certain Intercompany Agreements. TDS and the Aerial Parties, as applicable, shall have executed and delivered (i) the Amended Tax Allocation Agreement, and (ii) the AOC Revolving Credit Agreement.

Certain Intercompany Agreements. The parties acknowledge and agree that the Intercompany Agreements listed on Schedule 6.11 ("Intercompany Contracts") hereto shall be terminated as of the Closing Date, and upon termination, MegaTech shall have no further obligations or liabilities thereunder.

Certain Intercompany Agreements. (a) Seller shall take (or shall cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, and shall cause to be settled, all balances relating to the period ending on or before the Closing Date (except for amounts that constitute trade payables and receivables for product supplied or services rendered in the ordinary course of business and except as set forth in Section 5.13(a) of the Company Disclosure Letter) between the Company or a Company Subsidiary, on the one hand, and Seller or its Affiliates (other than the Company or a Company Subsidiary), on the other hand (the “Pre-Closing Intercompany Balances”). Seller shall and shall cause its Affiliates (other than the Company and the Company Subsidiaries), on the one hand, to, and Buyer shall, and shall cause the Company, the Company Subsidiaries and their Affiliates, on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, losses, liabilities or other rights arising (i) with respect to any Pre-Closing Intercompany Balances or (ii) under any other accounts between the Company or a Company Subsidiary, on the one hand, and Seller or any of its Affiliates (other than the Company and the Company Subsidiaries), on the other hand. (b) Seller Parent shall, and shall cause its controlled Affiliates (other than The WhiteWave Foods Company and its Subsidiaries) to, effective upon the Closing and without cost to Buyer, the Company or any Company Subsidiary, enter into each of the contracts attached hereto as Schedule 6.2(g)(i), (ii), (iii) and (iv), each in substantially thesame form as attached hereto, executed by each of the parties thereto.

Certain Intercompany Agreements. (a) Effective immediately prior to Closing, (i) all commitments to lend monies under the Member Loan Agreement shall terminate and will be of no further force or effect and any amounts owed by the Company or any Member thereunder will be settled, eliminated or cancelled (in a manner determined by Sellers) and (ii) Cxxxxxx’ obligations under Section 3.09(j) of the Distribution Agreement shall terminate. (b) On the Closing Date, Cxxxxxx will, and Sellers will jointly cause the Company to, enter into an amendment to the Cypress Services Agreement (the “Cypress Services Agreement Amendment”) in form reasonably satisfactory to Cxxxxxx and Buyer, providing (i) that the Cypress Services Agreement shall automatically terminate in whole on the one year anniversary of the Closing Date, (ii) that the Company shall have the option to terminate the Cypress Services Agreement in whole prior thereto by providing Cxxxxxx with written notice of such termination at least ninety days prior to the effective date of such termination, (iii) that the monthly amounts payable for each full or partial month during the term of the Cypress Services Agreement set forth in Sections 2.11(a), (b), (c), (d) and (e) of the Cypress Services Agreement and the rates for determining Incremental Costs (as defined in the Cypress Services Agreement) set forth in Section 2.11(f) of the Cypress Services Agreement will increase by five percent (5%) commencing on January 1, 2007, (iv) that the services to be performed pursuant to the last paragraph of Section 2.01(a)(i), the last paragraph of Section 2.01(b)(i), the last paragraph of Section 2.02, the last paragraph of Section 2.03(a), the last paragraph of Section 2.04, the last paragraph of Section 2.06, the last paragraph of Section 2.07 and the last paragraph of Section 2.08 of the Cypress Services Agreement shall be performed only through the end of the calendar year in which the Cypress Services Agreement is terminated with respect to periods prior to and including the date of termination of the Cypress Services Agreement and (v) for such other modifications as shall be agreed to by Buyer and Cxxxxxx.

Certain Intercompany Agreements. If, on or after the ------------------------------- Closing Date, any Subsidiary conducts any material business or acquires any material assets, the Borrower shall, if requested by the Administrative Agent or the Required Lenders, enter into and cause such Subsidiary to enter into agreements reasonably satisfactory to the Required Lenders providing for any taxes and other expenses of such Subsidiary to be equitably allocated so that the Borrower does not bear any such taxes or expenses that are not fairly attributable to the Borrower.

Certain Intercompany Agreements. Seller shall and shall cause the Acquired Companies to amend, as of the date hereof, without any liability to the Acquired Companies or Purchaser, the Contracts listed on Section 3.10(c)(i) of the Seller Disclosure Letter in the manner set forth on such Section of the Seller Disclosure Letter. Additionally, Seller agrees not to assert, not to cause to be asserted and not to assist any Person in asserting any claim for indemnity or damages or other remedies of any sort under any of the Contracts listed on Section 3.10(c)(i) of the Seller Disclosure Letter.

Related to Certain Intercompany Agreements

Intercompany Agreements (a) Except as set forth in Section 6.07(b), in furtherance of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark Group, on the one hand, and BGC Partners and each member of the BGC Partners Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of immediately prior to the Distribution Effective Time. No such terminated Contract, arrangement, commitment or understanding (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. (b) The provisions of Section 6.07(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Distribution Effective Time); (ii) any Contracts, arrangements, commitments or understandings listed or described on Schedule 6.07(b)(ii); and (iii) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party thereto. (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.
Termination of Intercompany Agreements (a) Except as set forth in Section 2.4(b), DevCo, on behalf of itself and each of the other members of the DevCo Group, and SpinCo, on behalf of itself and each of the other members of the SpinCo Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.
Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement’s subject matter.
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.
Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.
Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.
Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.
Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.
Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

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