Common use of Intercompany Agreements Clause in Contracts

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. Except for the Transaction Agreements (aincluding, for the avoidance of doubt, the Supply Agreements), payment obligations outstanding as of the Distribution Date with respect to ordinary course commercial transactions, agreements entered into after the date hereof that are expressly permitted under, or entered into with the prior written consent of UWWH pursuant to, Section 8.1(l) Except of the Merger Agreement, or as set forth in on Section 2.2(b7.1 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), in furtherance between any member of the releases and other provisions of Section 10.1, LE, on behalf of itself and each other LE EntityIP Group, on the one hand, and SHC, on behalf any member of itself and each other SHC Entitythe Spinco Group, on the other hand, shall terminate, effective as of the Effective Time, any and all Intercompany Agreements in effect existence as of the Distribution Date Date, (i) in the case of commercial arrangements, shall be terminable by IP or Spinco at any time after the Distribution on reasonable prior written notice and (ii) in the case of any other arrangements, shall settle, or cause to be settled, all Intercompany Accounts at or terminate as of the close of business on the day 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 TimeDistribution Date. No such terminated Intercompany Agreements Contract or arrangement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution 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. Each party hereto shallFrom and after the Distribution Date, at the reasonable request no member of either Group shall have any rights or Liabilities under any such terminated Contract or arrangement with any member of the other party heretoGroup, 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: except (i) this Agreement as specifically provided herein or in the other Transaction Agreements 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 Liability of a nature member of either Group arising out of a breach by such member prior to the date of termination of any arm’s length commercial Contract or type arrangement (it being understood that would have been reflected on the combined balance sheet remedies for such a breach of the “Company” commercial arrangements that, after the Closing Date, will be the subject of the Supply Agreements shall be governed by the remedies provisions of the Supply Agreements). On or prior to the date that is 30 days after the Closing Date, each of IP and Spinco shall pay all intercompany payables in respect of commercial transactions that exist as of the Closing Date. Notwithstanding anything herein to the contrary, (as such term is used x) the total amount that will be owed by Spinco to IP (and the corresponding amount of the Spinco payable to be included in Spinco Closing Date Working Capital) in respect of all inventory delivered to Spinco by IP at any time prior to the Distribution shall be equal to the amount of inventory purchased by the Spinco Business from IP in the Reference Balance Sheet30 days prior to the Distribution, multiplied by 21/30, and (y) or any notes or subledgers thereto were such balance sheet, notes the total amount that will be owed by IP to Spinco (and subledgers prepared on a basis consistent with the preparation corresponding amount of the Reference Balance Sheet; and (iiiSpinco receivable to be included in Spinco Closing Date Working Capital) in respect of all inventory delivered to IP by Spinco at any accrued Liabilities incurred in connection with Real Property Assets of the LE Entities relating time prior to the Lands’ End Shops at Sears or services received Distribution shall be equal to the amount of inventory purchased by LE or IP from the LE Entities from SHC or another SHC Entity under this Agreement or Spinco Business in the Ancillary Agreements, in each case, which shall remain outstanding and be paid by LE or 30 days prior to the applicable LE Entities to SHC or the applicable SHC Entities in due courseDistribution.

Intercompany Agreements. (a) Except as set forth in Section 2.2(b)Sun Parties and Kodak Parties shall, in furtherance and shall cause their respective Affiliates and shall jointly cause KPG LLC and Barbados Co. and their Affiliates to, terminate for all purposes, effective at and conditioned upon consummation of the releases Closing, each Intercompany Agreement (other than those Intercompany Agreements listed on Schedule 5.11(a) (the “Continuing Intercompany Agreements”)) and each and every term, provision, right and obligation contained therein, notwithstanding any post-termination or post-expiration survival provisions or any other provisions of Section 10.1contained therein, 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 which provisions as of the Effective Time, any and all Intercompany Agreements in effect as of the Distribution Date and Closing shall settle, or cause be deemed amended to be settled, of no effect and void for 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 foregoingpurposes. (b) The provisions Sun Parties shall, and shall cause their Affiliates to, waive any and all rights to terminate the Continuing Intercompany Agreements to the extent that such rights would otherwise arise as a result of the Closing or the consummation of the other transactions contemplated by this Agreement, and Sun Parties agree that the Continuing Intercompany Agreements shall continue in full force and effect, subject to Section 5.11(c), notwithstanding the Closing or the consummation of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, nothing contained in this Agreement shall be deemed to amend, modify or supersede any provision of the Distributorship Agreement, dated as of April 1, 1999, between DIC and Kodak Polychrome Graphics Japan Ltd. (“KPG-J”), as amended by Memorandum of Understanding among DIC and KPG-J and its subsidiaries and Kodak Polychrome Graphics Company Ltd. and its subsidiaries, dated as of March 22, 2004, listed on Schedules 3.7(a) and 5.11(a). (c) Sun Parties and Kodak Parties agree that at the Closing, Sun Parties and Kodak Parties shall, and shall cause their respective Affiliates and shall jointly cause KPG LLC and Barbados Co. and their Affiliates to, modify, amend or restate the Continuing Intercompany Agreements listed on Schedule 5.11(c) to reflect the terms set forth on Schedule 5.11(c). (d) Nothing contained in this Section 5.11 shall prohibit or excuse any Person from fulfilling its obligations in the ordinary course of business consistent with past practice under the Intercompany Agreements prior to termination of the applicable Intercompany Agreement. (e) If at any time following the date hereof, Kodak Parties or Sun Parties determine that there exists a Contract that should have been included on Schedule 3.7(a) pursuant to terms of Section 2.2(a) shall not apply to any 3.7, then, at the option of the following Intercompany Agreements (Kodak Parties, such Contract shall, in whole or to any of the provisions thereof) or Intercompany Accounts: in part, either (i) this be deemed to be a Continuing Intercompany Agreement and the Ancillary Agreements (shall remain in full force and each other Intercompany Agreement effect with such modifications or Intercompany Account expressly contemplated hereby amendments thereto or therebyrestatements thereof as Kodak Parties shall reasonably require, including the Implementation Documents); or (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 shall be terminated, and shall be deemed to have been reflected on the combined balance sheet terminated effective as of the “Company” (as such term is used in the Reference Balance Sheet) or any notes or subledgers thereto were such balance sheetClosing, 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 pursuant 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 courseterms of Section 5.11(a).