Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Agreements or the agreements set forth in Section 6.7 of the Seller Disclosure Letter or as otherwise expressly contemplated by this Agreement, all intercompany arrangements and agreements, that are in the nature of Funded Indebtedness whether written or oral, between Seller Parent or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Subsidiaries or their Subsidiaries, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after the Closing.
Intercompany Accounts and Arrangements. (a) All material intercompany arrangements and agreements, whether written or oral, providing for the leasing or licensing of goods, services, tangible or intangible properties or joint activities between ATI or any of the Retained Subsidiaries, on the one hand, and TDY (in respect of the Tungsten Materials Business) or a Transferred Subsidiary, on the other hand, are set forth in Section 5.5 of the Seller’s Disclosure Schedule (the “Intercompany Agreements”). Except for the Related Agreements, all intercompany arrangements and agreements, whether written or oral, providing for the leasing or licensing of goods, services, tangible or intangible properties or joint activities between ATI or any of the Retained Subsidiaries, on the one hand, and TDY (in respect of the Tungsten Materials Business) or a Transferred Subsidiary, on the other hand, including the Intercompany Agreements, shall be terminated at TDY’s expense by TDY (or TDY shall cause such agreements to be terminated) and such agreements shall be of no further force and effect after the Closing. Effective upon the Closing, all outstanding intercompany accounts, whether payables or receivables, between ATI or any of the Retained Subsidiaries, on the one hand, and TDY (in respect of the Tungsten Materials Business) or a Transferred Subsidiary, on the other hand, shall be settled and/or cancelled by TDY (or TDY shall cause such intercompany accounts to be settled or cancelled) and such intercompany accounts shall be and of no further force and effect (it being understood that such settlement or cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to the Related Agreements).
Intercompany Accounts and Arrangements. TDCC shall use commercially reasonable efforts to take, and to cause one or more of its Subsidiaries to take, to the extent permitted by Law, such action as is necessary and advisable to settle, or have assigned to or assumed by a Retained Dow Entity, effective as of or prior to the Distribution Date, all intercompany accounts between a Transferred Subsidiary, on the one hand, and a Retained Dow Entity, on the other hand. TDCC shall take, and cause one or more of its Subsidiaries to take, to the extent permitted by Law, such action as is necessary and advisable to terminate all intercompany arrangements and agreements (other than the Transaction Documents), whether written or oral, providing for the leasing or licensing of goods, services, tangible or intangible properties or joint activities among a Retained Dow Entity, on the one hand, and the Transferred Subsidiaries, on the other hand; provided, that the parties hereto agree that TDCC, in its sole and absolute discretion may, prior to the Distribution, settle or terminate intercompany accounts or intercompany agreements among the Transferred Subsidiaries; provided, further, that intercompany accounts not settled, assigned or assumed pursuant to this Section 6.07 shall be taken into account for the determination of the Working Capital Amount pursuant to Schedule 5.01.
Intercompany Accounts and Arrangements. (a) Except for the Transition Services Agreement, Local Purchase Agreements and the other Transaction Documents, intercompany accounts not settled or cancelled as of the Closing pursuant to Section 5.5(e) or the agreements set forth on Section 5.5(a) of the Seller’s Disclosure Letter hereto, all intercompany arrangements and agreements, whether written or oral, providing, leasing or licensing goods, services, tangible or intangible properties or joint activities between Seller or any of the Retained Subsidiaries, on the one hand, and any of the Transferred FH Companies or their Closing Subsidiaries, on the other hand, shall be terminated and of no further force and effect effective as of the Closing (or, to the extent that any equity interests in a Transferred FH Company or Closing Subsidiary of a Transferred FH Company are not transferred to Buyer at the Closing pursuant to Section 5.16 or Section 5.17, such later date on which all such equity interests are transferred to Buyer).
Intercompany Accounts and Arrangements. (a) Except as -------------------------------------- expressly modified by a Related Agreement and except for the agreements set forth on Schedule 5.5 hereto, all intercompany arrangements and agreements, whether written or oral, providing goods, services or joint activities between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be terminated and of no further force and effect after the Closing. Effective upon the Closing, all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to the Related Agreements).
Intercompany Accounts and Arrangements a. Seller Parent may take (or cause one or more of its Affiliates to take) such action, in compliance with all applicable Laws, as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts. Except for the Ancillary Agreements, all intercompany arrangements and agreements, whether written or oral, between any Seller or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Subsidiaries or their Subsidiaries, on the other hand, shall be terminated and of no further force and effect after the Closing.
Intercompany Accounts and Arrangements. 28 Section 3.04 Cash Management........................30 Section 3.05 The Semiconductor Board................32 Section 3.06 Resignations; Transfer of Stock Held as Nominee.......................32 Section 3.07 Company Certificate of Incorporation and By-Laws; Rights Plan...........................33 Section 3.08 Insurance..............................34 Section 3.09 Use of Names, Trademarks, etc..........37 Section 3.10 Consents...............................42 Section 3.11 Cross-License of Intellectual Property..............................43
Intercompany Accounts and Arrangements. 24 Section 3.04 Cash Management........................................28 Section 3.05 The Automotive Board...................................28 Section 3.06 Resignations; Transfer of Stock Held as Nominee..........................................28 Section 3.07 Automotive Certificate of Incorporation and By-Laws; Rights Plan..............29 Section 3.08 Insurance..............................................30 Section 3.09 Use of Names, Trademarks, etc..........................33 Section 3.10 Consents...............................................36 Section 3.11 Cross-License of Intellectual Property.................37 ARTICLE IV MUTUAL RELEASE; INDEMNIFICATION....................................39 Section 4.01 Mutual Release.........................................39 Section 4.02 Indemnification by Rockwell............................40 Section 4.03 Indemnification by Automotive..........................41 Section 4.04 Limitations on Indemnification Obligations.........................................42 Section 4.05 Procedures Relating to Indemnification.....................................44
Intercompany Accounts and Arrangements. (a) Except for the Ancillary Agreements and the agreements set forth on Section 7.9(a) of the Sellers' Disclosure Schedule, all Affiliated Transactions shall be terminated and of no further force and effect after the Closing. Prior to the Closing, Sellers shall cash settle (whether in the ordinary course of business or, in Parent's discretion, by way of capital contribution, dividend or otherwise) at or prior to the Closing, all intercompany receivables or payables and loans existing and outstanding at any time prior to the Closing between Parent or any of the Retained Subsidiaries, on the one hand, and the Analytical Technologies Business, the Analytical Technologies Companies or the Joint Ventures, on the other hand (collectively, "Intercompany Transactions"). Notwithstanding the foregoing, payables and loans owed to Parent or any of the Retained Subsidiaries which are Intercompany Transactions incurred in the ordinary course of business consistent with past practice with an aggregate balance not to exceed $3,000,000 (the "Capped Payables") may remain outstanding as of Closing and will be cash settled following the Closing by the relevant Designated Buyer in the ordinary course of business consistent with past practice, and receivables owed by Parent or any of the Retained Subsidiaries which are Intercompany Transactions incurred in the ordinary course of business consistent with past practice with an aggregate balance not to exceed $3,000,000 (the "Capped Receivables") may remain outstanding as of Closing and will be cash settled by Parent or the relevant Subsidiary in the ordinary course of business consistent with past practice. The actual amount as of Closing of Capped Payables minus Capped Receivables is referred to as the "Net Closing Intercompany Balance".
Intercompany Accounts and Arrangements. Effective prior to the Closing, all outstanding intercompany accounts, whether payables or receivables, between Seller or any of its Subsidiaries (other than any Transferred Subsidiaries), on the one hand, and any of the Transferred Subsidiaries, on the other hand, shall be settled in full without any cash payment required to be made, and shall be of no further force and effect, in each case, without Liability to the Transferred Subsidiaries or Seller at or after the Closing.
