Common use of Intercompany Accounts and Agreements Clause in Contracts

Intercompany Accounts and Agreements. (a) Section 3.21 of the Company Disclosure Schedule contains a complete list of all existing material intercompany arrangements (including those relating to goods, rights, services or reinsurance arrangements) between Seller and its Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand. For the avoidance of doubt, Section 3.21 does not contain, and is not required to include, any such intercompany arrangements or agreements to be established, entered into, or executed and delivered pursuant to the terms of this Agreement. The parties thereto have complied with the terms and conditions of all agreements listed in Section 3.21 of the Company Disclosure Schedule. (b) No executive officer or director of Seller or any of its Subsidiaries or any Company or any of its Subsidiaries owns, leases or licenses or is an Affiliate of any person that owns, leases or licenses any assets (other than de minimis assets) which are used by any Company or any of its Subsidiaries to conduct its business as it is currently conducted. Except as set forth in Section 3.21 of the Company Disclosure Schedule and except for any employment agreement or other benefit or compensation arrangements to which any Company or any of their Subsidiaries is a party, no Company nor any Subsidiary is a party to any agreement, arrangement or other understanding with any executive officer or director of any Company or any of its Subsidiaries. (c) None of the Companies or their Subsidiaries have any escrow deposits at Centennial Bank. (d) No current or former executive officer or director of any Company or any of its Subsidiaries has asserted any claim, charge, action or cause of action against such Company or Subsidiary, except for immaterial and routine claims for accrued vacation pay or accrued benefits under any Company Benefit Plan.

Intercompany Accounts and Agreements. (a) Section 3.21 of the Company Disclosure Schedule contains a complete list of all existing material intercompany arrangements (including those relating to goods, rights, services or reinsurance arrangements) between Seller and its Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand. For the avoidance of doubt, Section 3.21 does not contain, and is not required to include, any such intercompany arrangements or agreements to be established, entered into, or executed and delivered pursuant to the terms of this Agreement. The parties thereto have complied with the terms and conditions of all agreements listed in Section 3.21 of the Company Disclosure Schedule. (b) No executive officer or director of Seller or any of its Subsidiaries or any either Company or any of its Subsidiaries owns, leases or licenses or is an Affiliate of any person that owns, leases or licenses any assets (other than de minimis assets) which are used by any either Company or any of its Subsidiaries to conduct its business as it is currently conducted. Except as set forth in Section 3.21 of the Company Disclosure Schedule and except for any employment agreement or other benefit or compensation arrangements to which any either Company or any of their Subsidiaries is a party, no neither Company nor any Subsidiary is a party to any agreement, arrangement or other understanding with any executive officer or director of any either Company or any of its their Subsidiaries. (c) None of the Companies or their Subsidiaries have any escrow deposits at Centennial Bank. (d) No current or former executive officer or director of any either Company or any of its Subsidiaries has asserted any claim, charge, action or cause of action against such Company or Subsidiary, except for immaterial and routine claims for accrued vacation pay or accrued benefits under any Company Benefit Plan.