Common use of Intercompany Agreements; Intercompany Accounts Clause in Contracts

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 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. (b) On or prior to the Closing Date, all intercompany accounts between any Seller and/or any of its Subsidiaries (other than any Acquired Subsidiaries), on the one hand, and each Acquired Subsidiary, on the other hand, shall be settled or otherwise eliminated. Intercompany accounts between and among the Acquired Subsidiaries shall not be affected by this provision.

Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.9 6.6 of the Seller Sellers Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements Agreements, GFI 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 (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 Sellers GFI, each Seller and such Affiliates each Affiliate thereof (other than the Acquired SubsidiariesTrayport Companies) 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 Trayport Company that is set forth on Section 6.6 of the Cantor Group Sellers Disclosure Letter and (iii) terminate all arrangements, commitments, contracts and understandings among any Seller and any Affiliate or member of the Cantor GroupAffiliate, on the one hand, and any Acquired SubsidiaryTrayport Company, on the other handhand that is set forth on Section 6.6 of the Sellers Disclosure Letter. (b) On or prior to the Closing Date, all intercompany accounts between any Seller and/or any of its Subsidiaries (other than any Acquired SubsidiariesTrayport Company), on the one hand, and each Acquired Subsidiaryany Trayport Company, on the other hand, shall be settled or otherwise eliminatedeliminated (other than intercompany accounts that (i) constitute ordinary course trade payables and receivables, (ii) arise out of services performed within ninety (90) days prior to the Closing pursuant to Contracts identified in Section 4.15(a)(xiv) of the Sellers Disclosure Letter, (iii) have not been invoiced as of the Closing Date and (iv) do not, in the aggregate, exceed one million dollars ($1,000,000), which shall remain outstanding in accordance with their terms). Intercompany accounts between and among the Acquired Subsidiaries Trayport Companies shall not be affected by this provision.

Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.9 6.7 of the Seller Sellers Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements and the attachments theretoAgreements, 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 (in forms reasonably acceptable to Purchaser) as are necessary to release and discharge each NGX/Shorcan Company from any and all Liabilities owed to either Seller or any of their Affiliates (other than any NGX/Shorcan Company). In addition, Sellers shall, and shall cause their 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 Sellers and such each of their Affiliates (other than the Acquired SubsidiariesNGX/Shorcan Companies) 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 NGX/Shorcan Company and (iiiii) terminate all arrangements, commitments, contracts and understandings among any Seller Sellers and any Affiliate or member of the Cantor Grouptheir Affiliates, on the one hand, and any Acquired SubsidiaryNGX/Shorcan Company, on the other hand, in each case other than those set forth on Section 6.7 of the Sellers Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements. (b) On or prior to the Closing Date, all intercompany accounts between any either Seller and/or any of its their Subsidiaries (other than any Acquired SubsidiariesNGX/Shorcan Company), on the one hand, and each Acquired Subsidiaryany NGX/Shorcan Company, on the other hand, shall be settled or otherwise eliminatedeliminated (other than intercompany accounts that arise out of services performed pursuant to Contracts identified in Section 4.15(a)(xiv) of the Sellers Disclosure Letter, which shall remain outstanding in accordance with their terms). Intercompany accounts between and among the Acquired Subsidiaries NGX/Shorcan Companies shall not be affected by this provision.

Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.9 6.8 of the Seller Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements and the attachments theretoAgreements, Sellers Seller shall, and shall cause their respective its Affiliates and the Cantor Group to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in forms reasonably acceptable to Purchasers) as are necessary to release and discharge each Trayport Company from any and all Liabilities owed to Seller or any of its Affiliates (other than any Trayport Company). In addition, Seller shall, and shall cause its Affiliates to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in a form reasonably acceptable to Purchasers) as are necessary to (i) release and discharge Sellers Seller and such each of its Affiliates (other than the Acquired SubsidiariesTrayport Companies) 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 Trayport Company and (iiiii) terminate all arrangements, commitments, contracts and understandings among any Seller and any Affiliate or member of the Cantor Groupits Affiliates, on the one hand, and any Acquired SubsidiaryTrayport Company, on the other hand, in each case other than those set forth on Section 6.8 of the Seller Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements. (b) On or prior to the Closing Date, all intercompany accounts between any Seller and/or any of its Subsidiaries (other than any Acquired SubsidiariesTrayport Company), on the one hand, and each Acquired Subsidiaryany Trayport Company, on the other hand, shall be settled or otherwise eliminatedeliminated (other than intercompany accounts that arise out of services performed pursuant to Contracts identified in Section 4.15(a)(xiv) of the Seller Disclosure Letter, which shall remain outstanding in accordance with their terms). Intercompany accounts between and among the Acquired Subsidiaries Trayport Companies shall not be affected by this provision.

Intercompany Agreements; Intercompany Accounts. (a) Except as set forth in Section 6.9 6.8 of the Seller Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements and the attachments theretoAgreements, Sellers Seller shall, and shall cause their respective its Affiliates and the Cantor Group to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in forms reasonably acceptable to Purchasers) as are necessary to release and discharge each Trayport Company from any and all Liabilities owed to Seller or any of its Affiliates (other than any Trayport Company). In addition, Seller shall, and shall cause its Affiliates to, immediately prior to the Closing, execute and deliver such releases, termination agreements and discharges (in a form reasonably acceptable to Purchasers) as are necessary to (i) release and discharge Sellers Seller and such each of its Affiliates (other than the Acquired SubsidiariesTrayport Companies) 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 Trayport Company and (iiiii) terminate all arrangements, commitments, contracts and understandings among any Seller and any Affiliate or member of the Cantor Groupits Affiliates, on the one hand, and any Acquired SubsidiaryTrayport Company, on the other hand, in each case other than those set forth on Section 6.8 of the Seller Disclosure Letter or as otherwise expressly set forth in this Agreement or the Related Agreements. (b) On or prior to the Closing Date, all intercompany accounts between any Seller and/or any of its Subsidiaries (other than any Acquired SubsidiariesTrayport Company), on the one hand, and each Acquired Subsidiaryany Trayport Company, on the other hand, shall be settled or otherwise eliminatedeliminated (other than intercompany accounts that arise out of services performed pursuant to Contracts identified in Section 4.15(a)(xiv) of the Seller Disclosure Letter, which shall remain outstanding in accordance with their terms). Intercompany accounts between and among the Acquired Subsidiaries Trayport Companies shall not be affected by this provision.. 50