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.
Intercompany Agreements. (a) Except as set forth in Section 2.07(b), all Contracts between members of the VF Group, on the one hand, and members of the Kontoor Brands Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF (on behalf of itself and each member of the VF Group) and by Kontoor Brands (on behalf of itself and each member of the Kontoor Brands Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto.
(b) The provisions of Section 2.07(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract to which any Person, other than solely the parties hereto and the members of their respective Groups is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.06); and (iv) the Contracts set forth on Schedule 2.07(b).
Intercompany Agreements. (a) Except with respect to any Ag Intercompany Agreements (x) listed on Section 5.17(a) of the Descartes Disclosure Schedule (which may be amended by Descartes to include intercompany agreements expressly provided for pursuant to the Ag Step Plan, (y) as may be consented to in writing by Fermat (such consent not to be unreasonably withheld, conditioned or delayed) in relation to the Ag Step Plan or (z) as may otherwise be specifically consented to in writing by Fermat (such consent not to be unreasonably withheld, conditioned or delayed (it being agreed that withholding, delaying or conditioning any such consent is reasonable if such Ag Intercompany Agreement could adversely impact Fermat or any of its Subsidiaries (including the Transferred Ag Subsidiaries after the Closing) in any manner), Descartes shall take such actions as are necessary to cause each Ag Intercompany Agreement to be terminated and of no force and effect after the Closing (for the avoidance of doubt, the foregoing does not apply to any agreement that, as of the Closing, is solely between members of the Descartes Group). Effective upon the Closing, except as otherwise specifically consented to in writing by Fermat (such consent not to be unreasonably withheld, conditioned or delayed (it being agreed that withholding, delaying or conditioning any such consent is reasonable if such intercompany account could adversely impact Fermat or any of its Subsidiaries (including the Transferred Ag Subsidiaries after the Closing) in any manner), all outstanding intercompany accounts, whether payables or receivables, between members of the Descartes Group, on the one hand, and any Transferred Ag Subsidiary, on the other hand, in respect of the Ag Business, shall be settled and/or cancelled and of no further force and effect (it being understood that such settlement or cancellation shall not in any way affect the Excluded Ag Assets, the Retained Ag Liabilities, the Ag Shared Contracts and the Ag Acquisition Documents or any amounts which may be payable pursuant to the Excluded Ag Assets, the Retained Ag Liabilities, the Ag Shared Contracts and the Ag Acquisition Documents). For the avoidance of doubt, none of Fermat or any of its Subsidiaries (including after the Closing, the Transferred Ag 1414958.12A-NYCSR03A - MSW Subsidiaries) shall have any claim, action or other right against Descartes and/or any of its Subsidiaries with respect to any funds, accounts or other assets or proceeds thereof that were...
Intercompany Agreements. The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.
Intercompany Agreements. International will perform all of its obligations under the Master Intercompany Agreement and, except as permitted by Section 7.08 of the Credit Agreement, will not cancel, terminate, amend, waive or modify the Master Intercompany Agreement.
Intercompany Agreements. All of the Intercompany Agreements and intercompany accounts payable and receivable, except for those set forth on Schedule 7.5, shall be terminated or canceled at the Closing.
Intercompany Agreements. (a) Except as set forth in Section 2.2(b), in furtherance of the releases and other provisions of Section 10.1, LE, on behalf of itself and each other LE Entity, on the one hand, and SHC, on behalf of itself and each other SHC Entity, on the other hand, shall terminate, effective as of the Effective Time, any and all Intercompany Agreements in effect as of the Distribution Date and shall settle, or cause to be settled, all Intercompany Accounts at or prior to the Effective Time. Without limiting the foregoing and for the avoidance of doubt, that certain Borrowing Agreement dated as of January 31, 2008 between LE and SHC Promotions LLC and the Borrower’s Note dated as of January 31, 2008 issued by LE shall be terminated as of the Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each party hereto shall, at the reasonable request of the 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 2.2(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated hereby or thereby, including the Implementation Documents); (ii) any outstanding intercompany trade receivables or payables that are included or reflected on the Reference Balance Sheet or that are of a nature or type that would have been reflected on the combined balance sheet of the “Company” (as such term is used in the Reference Balance Sheet) or any notes or subledgers thereto were such balance sheet, notes and subledgers prepared on a basis consistent with the preparation of the Reference Balance Sheet; and (iii) any accrued Liabilities incurred in connection with Real Property Assets of the LE Entities relating to the Lands’ End Shops at Sears or services received by LE or the LE Entities from SHC or another SHC Entity under this Agreement or the Ancillary Agreements, in each case, which shall remain outstanding and be paid by LE or the applicable LE Entities to SHC or the applicable SHC Entities in due course.
Intercompany Agreements. The Company and its Subsidiaries will have entered into intercompany agreements to document their intercompany sales, services and other transactions for purposes of the relevant transfer pricing laws, including Treasury Regulations promulgated under Section 482 of the Code, in the forms attached hereto as Exhibit J.
Intercompany Agreements. Section 3.21 of the Seller Disclosure Schedule lists all Intercompany Agreements in effect as of the date hereof.
Intercompany Agreements. (a) Except as set forth in Section 2.07(b), all agreements, arrangements, commitments or understandings, whether or not in writing, between members of the Xxxxxx Oil Group, on the one hand, and members of the Xxxxxx USA Group, on the other hand, in effect immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination).
(b) The provisions of Section 2.07(a) shall not apply to any of the following agreements, arrangements, commitments or understandings: (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 hereto or any of the members of their respective Groups); (ii) any agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and the members of their respective Groups is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with, but shall be subject to the time limitation set forth in, the second sentence of Section 2.06); and (iv) the agreements, arrangements, commitments and understanding set forth on Schedule [ ] and any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreements expressly contemplate will survive the Distribution Date.
