Intercompany Arrangements. (a) Contemporaneously with the Publishing Holdco Contribution, to the extent not previously effected pursuant to the Internal Reorganization, except as set forth in Section 2.2(b), in furtherance of the releases and other provisions of Section 10.1, Publishing, on behalf of itself and each other member of the Publishing Group, on the one hand, and Distributing, on behalf of itself and each other member of the Distributing Group, on the other hand, shall terminate, effective as of the Distribution 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 on or prior to the Distribution 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 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 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 to survive hereby or thereby, including the Implementation Documents), (ii) the leases, subleases and other agreements, together with any amendments and modifications thereto, pursuant to which a member of the Distributing Group conveys to a member of the Publishing Group a leasehold interest in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected in the books and records of the Groups or otherwise documented in writing in accordance with past practices.
(c) Upon the request of either Party following the Distribution Date, the other Party shall, and shall cause the members of its Group to, negotiate in good faith to enter into a separate Contract on arms-length terms with respect to the subject matter of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant to Section 2.2(a).
(d) Effective as of the Distribution Date, other than ...
Intercompany Arrangements. (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing.
(b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as current...
Intercompany Arrangements. All intercompany and intracompany accounts, contracts or debt relating to the Business between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand, shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing.
Intercompany Arrangements. The Company does not own any note, bond, debenture or other indebtedness, or is not otherwise a creditor, of any Seller or any of its Affiliates. Since the Balance Sheet Date, there has not been any payment by the Company to any Seller or any of its Affiliates, charge by any Seller or any of its Affiliates to the Company or other transaction between the Company and a Seller or any of its Affiliates, except in any such case in the ordinary course of business of the Company consistent with past practice.
Intercompany Arrangements. Except as set forth on Schedule 3.04, all Contracts, arrangements, commitments and undertakings (other than this Separation Agreement and the Transaction Agreements), whether oral or written, solely between any ALC Company or any operating unit of any ALC Company, on the one hand, and any member of the Extendicare Group or any operating unit thereof (other than any ALC Company or operating unit thereof), on the other hand, entered into prior to the Effective Time (“Intercompany Arrangements”) shall terminate upon the Effective Time. No such terminated Intercompany Arrangement (including any provisions thereof that purport to survive termination) shall be of any further force or effect after the Effective Time, and all amounts under such Intercompany Arrangements that are unbilled and have not been charged to the related Contract, arrangement, commitment or undertaking as of the Effective Time shall be settled upon the Effective Time and the parties shall be released from all future Liabilities thereunder. Except as set forth on Schedule 3.04, at or before the Effective Time, Extendicare shall cause all intercompany indebtedness (which shall include payables and receivables) between any ALC Company or any operating unit of any ALC Company, on the one hand, and any member of the Extendicare Group or any operating unit thereof (other than any ALC Company or operating unit thereof), on the other hand, including any indebtedness under the Intercompany Arrangements, to be settled.
Intercompany Arrangements. (a) Except as set forth on Schedule 6.2 or except pursuant to the Transition Services Agreement, effective as of the Closing, all services (including cash management and treasury, accounting, tax, insurance, human resources and employee benefits, environmental, banking, legal, data network and other services) provided to the Company or its Subsidiary by any Hub Group Company, including any Intercompany Agreements or other agreements, arrangements or understandings (written or oral) with respect thereto, will immediately terminate without any further action on the part of the parties thereto and none of the Company or its Subsidiary, on the one hand, or any Hub Group Company or any of its post-Closing Affiliates, on the other hand, shall have any further liability or obligation with respect to any such terminated agreement or understanding. Without limiting the generality of the foregoing, any intercompany payables or receivables between the Company or its Subsidiary, on the one hand, and Seller or any of its Subsidiaries (other than the Company or its Subsidiary), on the other hand, existing as of immediately prior to the Closing shall be terminated as of immediately prior to the Closing without any action required by any Person and without any further liability or obligation with respect to any such terminated payables or receivables. Without limiting the generality of the foregoing, except as provided in Section 6.2(b), as of the Closing, the coverage under all insurance policies maintained by Seller, any other Hub Group Company and/or any of their respective post-Closing Affiliates related to the Company and/or its Subsidiary (other than, for the avoidance of doubt, insurance policies maintained by the Company or its Subsidiary in which any of the foregoing Persons are the exclusive named insureds) shall continue in force only for the benefit of Seller and its post-Closing Affiliates and not for the benefit of Purchaser or its Affiliates (including, after the Closing, any of the Company and its Subsidiary). Purchaser agrees to arrange for its own account insurance policies with respect to the Company and its Subsidiary covering all periods beginning from and after the Closing and agrees not to seek (and to cause the Company and its Subsidiary not to seek from and after the Closing), through any means, to benefit from any of the insurance policies maintained by Seller, any other Hub Group Company and/or any of their respective post-Closing Affiliates whi...
Intercompany Arrangements. Other than the Transaction Documents and the Contracts contemplated thereby, Section 3.16 of the Seller Disclosure Schedules lists all Contracts between or among Seller and/or its Affiliates with respect to the conduct of the Business or by which any of the Purchased Assets are bound.
Intercompany Arrangements. Prior to the Closing Date, Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.19(a)(vi) of the Disclosure Letter, other than those contracts or arrangements set forth in Section 5.08 of the Disclosure Letter, to be terminated or otherwise amended to exclude any Target Company as a party thereto.
Intercompany Arrangements. (a) Seller agrees that, not later than the Closing, all Intercompany Indebtedness and all interest rate swap and cross-currency interest rate swaps between the Company and/or any of its Subsidiaries, on the one hand, and Seller and its Affiliates, on the other hand (including those of the type described in note 15 to the most recent Financial Statements) shall be settled, released and/or terminated without any continuing Liability to or obligation of the Company and its Subsidiaries.
(b) Except as set forth on Schedule 4.11(b) of the Seller Disclosure Letter, Purchaser shall have the right to cause the Company and its Subsidiaries to terminate without penalty on the Closing Date any Intercompany Contract; provided, that Purchaser shall provide notice to Seller at least 30 days prior to the Closing Date of which such Intercompany Contracts it will so terminate.
(c) At Purchaser’s election exercised by no later than 30 days prior to the Closing, Seller shall, and shall cause its Subsidiaries to, extend for a period of up to 12 months after the Closing any Intercompany Contracts (other than those providing for Indebtedness for borrowed money or to the extent relating to the matters set forth in Sections 4.21 or 4.22) that Purchaser reasonably believes are reasonably necessary in connection with the continued operation of the Business for a transitional period following the Closing. Seller shall not, and shall cause its Subsidiaries not to, terminate any such Intercompany Contracts without Purchaser’s written consent.
Intercompany Arrangements. (a) Except as set forth in Schedule 5.23(a) of the Contributor Disclosure Schedule, prior to the Contribution Closing, the Contributor Parties shall cause any Contract that is referenced in Schedule 3.15(a) of the Contributor Disclosure Schedule in response to Section 3.15(a)(i), to be terminated or otherwise amended to exclude any of the Propane Group Entities as a party thereto.
(b) At or prior to the Contribution Closing, all Intercompany Indebtedness between the Propane Group Entities, on the one hand, and the Contributor Parties and their Affiliates (other than the Propane Group Entities), on the other hand, shall be repaid and settled (including, if necessary, through a contribution to capital).
