Common use of Intercompany Arrangements Clause in Contracts

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 currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.

Intercompany Arrangements. (a) Except as set forth Each Credit Party shall pledge to the Collateral Agent any interests it may have at any time under any Intercompany Arrangement to which it is a party in Section 5.5(a) of accordance with the Seller Disclosure Schedules Pledge and except for this Security Agreement and the Ancillary Agreements(or, 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 BusinessUK Subsidiary, the relevant UK Collateral Document, if applicable). Each counterparty to each Intercompany Arrangement (including any Foreign Subsidiary party thereto) in existence on or entered into by a Credit Party after the Effective Date shall expressly acknowledge such pledge in writing for the benefit of the Secured Parties and shall agree not to permit such Intercompany Arrangements to be amended, on modified, waived or terminated in any manner that violates the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior provisions set forth in this Agreement relating to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and Intercompany Arrangements without the need for any further documentation, prior to the Closingconsent of Administrative Agent. (b) The Parties recognize All Intercompany Arrangements entered into on or after the Effective Date shall be in writing, unsecured and acknowledge that on arm’s-length commercially reasonable terms consistent with past business practices as reflected in the Enterprise-Wide Contracts set forth Intercompany Arrangements referred to in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business4.33 as determined by each party thereto in good faith. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, The parties to the Master Subordinated Intercompany Note shall set the interest rate thereon on an arm’s-length basis. (c) To the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate that any Intercompany Arrangement contains a new Contract for the benefit license 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 Intellectual Property (as defined in the Transition Services Pledge and Security Agreement), for the Credit Party that is the licensor thereunder hereby consents to the assumption of such time as is reasonably necessary for license by the TS Business licensee in any bankruptcy proceeding of the licensee and the assignment thereof by the licensee in such proceeding. (d) Notwithstanding any other provision of this Agreement to obtain a new Contract covering such products and servicesthe contrary, which period the Credit Parties shall be permitted to make investments in, transfer assets to and make payments to any other Credit Party or any of their Subsidiaries other than pursuant to Intercompany Arrangements that comply with the provisions of this Agreement relating solely to Intercompany Arrangements in an aggregate amount for all Credit Parties from the Effective Date to the Stated Maturity Date not in excess of $5,000,000 in the aggregate, but subject in the case of any Foreign Subsidiary to the dollar limitations set forth in Section 6.6(k) or (n). (e) Each Credit Party and each of their Subsidiaries shall reconcile and settle all intercompany trade obligations on a monthly basis in accordance with the payment terms set forth in the Transition Services Agreementapplicable Intercompany Arrangements. To the extent necessary to enable a Foreign Subsidiary to satisfy its intercompany trade obligations on any monthly settlement date as required by the preceding sentence, 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 currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the ClosingVonage America shall, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant and to the terms of this Agreement or any of the Ancillary Agreementsextent it is permitted to do so under Section 6.6(k), the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwisen) or (bo), as applicable, make a loan on such date to such Foreign Subsidiary in the amount needed for such purpose. Such loan shall be recorded on the books of such Foreign Subsidiary and shall meet the requirements of Section 6.1(b) mailor (t), courier package, facsimile transmission, purchase order, invoice, service request or other document intended as applicable. All such loans will be treated as Indebtedness for or otherwise the property borrowed money for purposes of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other PartyIntercompany Subordination Agreement.

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, Immediately prior to the Closing, the Seller will cause the Company to transfer (through the intercompany accounts) the accounts receivable (including all applicable reserves and allowances for returns and bad debts) to the extent such accounts receivable are commingled with the accounts of Seller, Viacom or any of their Affiliates, it being the intention of the parties that the accounts receivable to be transferred are those accounts receivable described in clause (ii) of the definition of "Modified Working Capital" contained in Section 1.01. After the Closing, except as provided in Section 5.05(c) below, the Seller will have no obligation to the Company with respect to such transferred accounts receivable, notes, other amounts receivable, financing charges, reserves and allowances. From and after the Closing Date, the Purchaser shall not, and shall cause the Company not to, cancel, adjust or accept any returns in cancellation or adjustment of any such accounts receivable except in the ordinary course of business consistent with the Seller's past practice and upon prior notice to the Seller. (b) The Parties recognize Subject to Section 5.05(c), after the Closing Date, the Purchaser shall cause the Company to accept returns of copies of works published or produced by the Company (whether before or after the Closing) in accordance with the Company's return policy applicable to such returns and acknowledge that shall pay refunds to customers in connection therewith. Promptly following the Enterprise-Wide Contracts set forth in Section 5.5(b) Closing Date, the Purchaser shall give notice to all customers of the Seller Disclosure Schedules relate to both Business that all returns of works produced or published by the TS Business and the Retained Business. All Enterprise-Wide Contracts Company shall be retained by the Seller. Following the date hereof, made to the extent requested by Purchaser or the Buyer, the Seller Company and the Buyer shall use reasonable best efforts not 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 currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates. (i) Notwithstanding the provisions of Section 5.05(b), for the first five months following the Closing Date or, if sooner, until such time as the Seller has satisfied the Returns Maximum (as such term is defined below), the Seller shall accept any returns received by it, and the Seller shall pay refunds to the Company's customers in connection therewith, in each case subject to the Returns Maximum and subject to and in accordance with the Seller's publicized returns policy and provided that such returns are in salable or usable condition. For any such returns that the Seller accepts prior to the expiration of such five month period, or if sooner, prior to the satisfaction of the Returns Maximum, the Seller shall ship such returns (at the Purchaser's expense) to the Purchaser. (ii) After such five-month period, or if sooner, after the Seller has satisfied the Returns Maximum, the Seller may in its sole discretion accept additional returns in accordance with Seller's publicized returns policies and procedures. With respect to such returns that the Seller elects to accept, and provided that such returns are in saleable or usable condition, the Seller shall ship such returns to the Purchaser and within 30 days the Purchaser shall pay the Seller for such returns in an amount equal to the sum of the amount that the Seller or its Affiliates paid in refunds to customers in connection therewith plus the cost of shipping such returns to the Purchaser. (iii) For the first five months following the Closing Date or, if sooner, until such time as the Seller has satisfied the Returns Maximum, if the Company or the Purchaser accepts any returns and pays any refunds to customers in respect thereof, then, subject to the next succeeding sentence, the Purchaser shall xxxx the Seller for the amount of such refund and the Seller shall reimburse the Purchaser for such refund. (iv) Notwithstanding the foregoing provisions of this Section 5.05(c), the Seller's aggregate liability for all returns (those which the Seller and its Affiliates receive directly and those received by the Purchaser and its Affiliates) shall not exceed the dollar amount as of the Closing Date reflected on the books and records of the Seller of the reserves for returns for the accounts receivable that are parties transferred to Enterprise-Wide Contracts with respect the Seller pursuant to any Section 5.05(a), which liability shall be measured by the amount, credited or paid in refunds for such efforts described in this Section 5.5(bSales (such amount, the "Returns Maximum"). (cv) From and The Purchaser further agrees that it shall pay the Seller from time to time amounts equal to the appropriate royalty reversals of royalties paid prior to the Closing or to be paid within ten days after the Closing allocable to any returns for which the Seller is responsible pursuant to this Section 5.05. (d) Immediately prior to the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property Seller will cause the Company to transfer all of the other Party pursuant its cash balances to the terms of this Agreement Seller. In addition, immediately prior to the Closing, there shall be no amounts owing from the Company to the Seller or any of its Affiliates other than trade payables and accrued expenses incurred in the Ancillary Agreementsordinary course of business that are specific to or directly allocable to the Business, and there shall be no amounts owing from the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement Seller or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant its Affiliates to the terms Company other than trade payables and accrued expenses incurred in the ordinary course of this Agreement business that are specific to or any of directly allocable to the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other PartyBusiness.

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 ClosingTransaction Documents, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Company or its Subsidiaries, on the one hand, and the Seller and or its Affiliates (other than the Companies Company and their respective Subsidiaries or with respect to the TS Businessits Subsidiaries), 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 parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in on Section 5.5(b) 6.4 of the Seller Disclosure Schedules relate to both the TS Qdoba Business and the Retained Business. All Except as contemplated in this Section 6.4(b), all Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereofhereof and prior to (but effective only upon) the Closing Date, to the extent reasonably requested by the Buyer, the Seller and the Buyer shall use commercially reasonable best efforts to (i) assign to the Buyer and its Affiliates (including the Company and its Subsidiaries) in relevant part the portion of any Enterprise-Wide Contract that is necessary for the operation of the Qdoba Business as currently conducted, if so assignable; (ii) appropriately amend any Enterprise-Wide Contracts with respect to the matters covered by such Enterprise-Wide Contracts that are necessary for the operation of the Qdoba Business as currently conducted; or (iii) negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies Company and their its Subsidiaries) with respect to the matters covered by such Enterprise-Wide ContractsContracts that are necessary for the operation of the Qdoba Business as currently conducted. The terms and conditions of any Contract or arrangement applicable to the TS Qdoba Business entered into pursuant to this Section 5.5(b6.4(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, in no event shall the Seller shall (x) be required to assign (or amend) any Enterprise-Wide Contract in its entirety or to assign or amend a portion of any Enterprise-Wide Contract which is not assignable or cannot be amended by its terms (including any terms imposing consents or conditions on an assignment or amendment where such consents or conditions have not been obtained or fulfilled), (y) be required to pay any consideration to any Person in connection with any proposed assignment or amendment of an Enterprise-Wide Contract pursuant to this Section 6.4(b) or (z) be under no any 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 parties are not able to assign, amend or obtain any such new ContractContract as contemplated in this Section 6.4(b), then the Parties parties shall use commercially 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 Qdoba Business to obtain a new Contract covering such products and services, which services (but in no event for a period shall be set forth in longer than twelve (12) months following the Transition Services AgreementClosing Date), either (x1) the products and services provided under such Contract or (y2) reasonable alternative arrangements which permit the Buyer to continue operating the TS Qdoba Business in substantially the same manner as currently conducted. For the avoidance of doubt, the Seller shall be under no obligation to provide the goods and services provided under such Contracts as a Service with an equivalent level of pricing or other terms as provided in the Contract sought to be obtained for the benefit of the Buyer. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b6.4(b). (c) From and In the event that the Seller or any of its Affiliates receives any payments on behalf of the Qdoba Business after the Closing, if either Party such payments shall be the property of, and shall be forwarded and remitted to, the Buyer or its designee as promptly as practicable, but no later than ninety (90) days, after receipt thereof. In the event that any of the Company, its Subsidiaries or their respective Affiliates receives any (a) funds or payments on behalf of any other assets intended for or otherwise the property business of the other Party pursuant to the terms of this Agreement Seller or any of its Affiliates (other than the Ancillary AgreementsQdoba Business) after the Closing, such payments shall be the receiving Party property of, and shall promptly (i) notify be forwarded and (ii) forward such funds or other assets remitted to, the other Party Seller as promptly as practicable, but no later than ninety (and90) days, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Partyafter receipt thereof.

Intercompany Arrangements. (a) Except as set forth in Section 5.5(a) Schedule 7.11 is a listing of existing purchase orders or similar documents and arrangements between the Company and the Sellers or other Affiliates of the Seller Disclosure Schedules and except for this Agreement and Sellers (the Ancillary Agreements, and the agreements specifically referred "Intercompany Purchase Orders"). Prior to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts the Intercompany Purchase Orders shall be converted to contractual arrangements under which the price to be paid by the purchaser shall be as follows: (i)with respect to Intercompany Purchase Orders between the Companies Company and their respective SubsidiariesRantec Microwave & Electronics, on Inc. ("Rantec") or PTI Technologies Inc., a firm fixed price equal to the one hand, and the Seller and its Affiliates current prices; (other than the Companies and their respective Subsidiaries or ii) with respect to the TS Business)Intercompany Purchase Orders between the Company and Distribution Control Systems, on the other handInc., shall be cancelled, settled, offset, capitalized or otherwise eliminated prior a firm fixed price equal to the determination of Indebtedness currently established prices for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party remaining work (backlog) increased by 20%; and without the need for any further documentation, prior (iii) with respect to the ClosingIntercompany Purchase Orders concerning the Comtrak Business, a price equal to that calculated as provided in paragraph (c) below. Such contracts shall, except as to such pricing terms, reflect the scope of work, delivery schedule and other material terms as in effect under the Intercompany Purchase Orders and shall otherwise reflect the standard terms and conditions used by the purchaser in the ordinary course of business for contractual arrangements with other third parties. (b) The Parties recognize In addition to the above and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) for a period 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 hereofthree years after Closing, Sellers agree, to the extent requested possible considering available manpower and expertise, that it shall cause Rantec or its successors to offer to provide spare parts, repair services and other technical services in connection with the F5, Combat Talon and AWADS product lines at prices, terms and schedules to be reasonably negotiated by the Buyer, the Seller Rantec (or its successors) 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 BuyerCompany. In the event that the Parties are not able Rantec (or its successors) is unable 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 offer such products and services, which period Sellers shall be set forth require that Rantec (or its successors) notify the Company and offer the Company the opportunity to purchase such data, drawings, tooling and special test equipment in its possession necessary for production of 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 currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b)Products. (c) From In addition to the above and for a period of three years after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant Buyer agrees, to the terms of this Agreement or any of extent possible considering available manpower and expertise, that it shall cause the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect Company to such funds or other assets, whether offer to Sellers engineering services in connection with a dispute under this Agreement or any the Sellers operation of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property Comtrak Business. The provision of such engineering services shall be at a price to Sellers of the Company's fully-burdened cost exclusive of general and administrative costs, plus an additional 20% and on such other Party pursuant terms as the Parties may agree from time to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Partytime.