Common use of Intercompany Agreements; Settlement of Intercompany Payables and Receivables Clause in Contracts

Intercompany Agreements; Settlement of Intercompany Payables and Receivables. Except for the Transaction Agreements, payment obligations outstanding as of the Distribution Date with respect to commercial transactions, agreements entered into after the date hereof that are expressly permitted under, or entered into with the prior written consent of Voyager pursuant to, Section 6.1(l) (“Affiliate Transactions”) of the Merger Agreement, or as set forth on Section 7.1 of the Disclosure Letter, any agreements entered into pursuant to any Contract or other arrangement, formal and informal (including with respect to intercompany cash balances and accounts and notes payable), between any member of the Harbor Group, on the one hand, and any member of the Spinco Group, on the other hand, in existence as of the Distribution Date (any such agreement, other than, for the avoidance of doubt, the Tax Matters Agreement, the Employee Matters Agreement and any other agreement entered into in connection with the Transactions, an “Intercompany Agreement”), (i) in the case of commercial arrangements, shall be terminable by Harbor or Spinco at any time after the Distribution on reasonable prior written notice and (ii) in the case of any other arrangements, shall terminate as of the close of business on the day prior to the Distribution Date. No such terminated Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Distribution Date and, subject to the exceptions in clauses (i) and (ii) of the following sentence, all parties thereto shall be released from all Liabilities thereunder. From and after the Distribution Date, no member of either Group shall have any rights or Liabilities under any such terminated Intercompany Agreement with any member of the other Group, except (i) as specifically provided herein or in the other Transaction Agreements and (ii) any Liability of a member of either Group arising out of a breach by such member prior to the date of termination of any commercial Intercompany Agreement. On or prior to the date that is thirty (30) days after the Closing Date, each of Harbor and Spinco shall settle and pay all intercompany receivables, payables or loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement or under any other Transaction Agreement, and other than payables created or required hereby or by any other Transaction Agreement), if any, in respect of commercial transactions that exist as of the Closing Date.