Intercompany Agreements; Intercompany Accounts. (a) All contracts, licenses, agreements, commitments or other arrangements, formal or informal, written or oral, between any of LAZ-MD or any Lazard Group Company, on the one hand, and any LFCM Company, on the other hand, in existence as of the Distribution Time, shall terminate effective as of the Distribution Time, and no persons party to any such contract, license, agreement, commitment or other arrangement shall have any rights under such contract, license, agreement, commitment or arrangement, except, in each case, (i) for this Agreement and any Ancillary Agreement (including each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the Parties or, if applicable, any of the members of their respective Groups or (B) to survive the Separation), (ii) for any contracts, licenses, agreements, commitments or other arrangements to which any person other than the Parties or their respective Subsidiaries is a party and (iii) the agreements set forth on Schedule 5.1.
Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.6 of the Sellers Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements, GFI and Sellers shall, and shall cause their respective Affiliates to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in forms reasonably acceptable to Purchaser) as are necessary to release and discharge each Trayport Company from any and all Liabilities owed to GFI, any Seller or any Affiliate thereof (other than any Trayport Company). In addition, GFI and Sellers shall, and shall cause their respective Affiliates to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in a form reasonably acceptable to Purchaser) as are necessary to (i) release and discharge GFI, each Seller and each Affiliate thereof (other than the Trayport Companies) from any and all obligations owed to any Trayport Company that is set forth on Section 6.6 of the Sellers Disclosure Letter and (iii) terminate all arrangements, commitments, contracts and understandings among any Seller and any Affiliate, on the one hand, and any Trayport Company, on the other hand that is set forth on Section 6.6 of the Sellers Disclosure Letter.
Intercompany Agreements; Intercompany Accounts. (a) All contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the Parent Group, on the one hand, and any member of the Xxxxx Xxxxxxx Group, on the other hand, in existence as of the Distribution Date, shall terminate effective as of the Distribution Date, except (i) as specifically provided herein, for this Agreement or any Ancillary Agreement (including 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), (ii) for any contracts, licenses, agreements, commitments or other arrangements to which any Person other than the Parties or their respective wholly owned Subsidiaries is a party, or (iii) as otherwise agreed by the Parties in writing on or after the date hereof and prior to the Distribution Date. From and after the Distribution Date, no member of either Group shall have any rights under any such contract, license, agreement, commitment or arrangement with any member of the other Group, except as specifically provided herein or in the Ancillary Agreements.
Intercompany Agreements; Intercompany Accounts. Except as set forth on Schedule 6.2 or provided herein or in the other Transaction Agreements or the Commercial Agreements, all material contracts, licenses, agreements, commitments and other arrangements, formal and informal, between any member of the Verizon Group, on the one hand, and any member of the Spinco Group, on the other hand, in existence prior to the Distribution Date, other than any such arrangements that are on terms consistent with those offered by any member of the Verizon Group or any member of the Spinco Group, as the case may be, to third parties, shall terminate as of the close of business on the day prior to the Distribution Date. No such terminated contract, license, agreement, commitment or other arrangement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date and all parties thereto shall be released from all obligations thereunder. From and after the Distribution Date, no member of either Group shall have any rights under any such contract, license, agreement, commitment or arrangement with any member of the other Group, except as specifically provided herein or in the other Transaction Agreements or as may be agreed to at arms’ length after the Distribution Date.
Intercompany Agreements; Intercompany Accounts. (a) Except for the Transaction Agreements, any agreements entered into pursuant to the Merger Agreement including without limitation pursuant to Section 7.8 thereof, and the Transferred Affiliate Arrangements, all contracts, licenses, agreements, commitments and other arrangements, formal and informal, between any member of the Verizon Group, on the one hand, and any member of the Spinco Group, on the other hand, in existence as of the Distribution Date, shall terminate as of the close of business on the day prior to the Distribution Date. No such terminated agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date and all parties shall be released from all obligations thereunder. From and after the Distribution Date, no member of either Group shall have any rights under any such terminated agreement with any member of the other Group, except as specifically provided herein or in the other Transaction Agreements.
Intercompany Agreements; Intercompany Accounts. (a) ---------------------------------------------- All contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the Parent Group, on the one hand, and any member of the Technologies Group, on the other hand, in existence as at the Assumption Time, pursuant to which any member of either Group makes payments in respect of Taxes to any member of the other Group or provides to any member of the other Group goods or services (including, without limitation, management, administrative, legal, financial, accounting, data processing, insurance or technical support), or the use of any Assets of any member of the other Group, or the secondment of any employee, or pursuant to which rights, privileges or benefits are afforded to members of either Group as Affiliates of the other Group, shall terminate effective as at the Assumption Time, except as specifically provided herein or in the Ancillary Agreements. From and after the Assumption Time, no member of either Group shall have any rights under any such contract, license, agreement, commitment or arrangement with any member of the other Group, except as specifically provided herein or in the Ancillary Agreements.
Intercompany Agreements; Intercompany Accounts. Section 6.8 Transfer of Intellectual Property Assets
Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.9 of the Seller Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements and the attachments thereto, Sellers shall, and shall cause their respective Affiliates and the Cantor Group to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges as are necessary to (i) release and discharge Sellers and such Affiliates (other than the Acquired Subsidiaries) and the Cantor Group from any and all obligations owed to the Acquired Subsidiaries, (ii) release and discharge any Acquired Subsidiary from any and all obligations owed to any Seller or any Affiliate thereof (other than any Acquired Subsidiary) or any member of the Cantor Group and (iii) terminate all arrangements, commitments, contracts and 70 understandings among any Seller and any Affiliate or member of the Cantor Group, on the one hand, and any Acquired Subsidiary, on the other hand.
Intercompany Agreements; Intercompany Accounts. 36 5.2 Guarantee Obligations........................................37 5.3 Commercially Reasonable Efforts..............................37
Intercompany Agreements; Intercompany Accounts. Section 8.4
