Common use of Intercompany Arrangements Clause in Contracts

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) Seller and each of the Purchasers acknowledges and agrees that, not later than that upon and effective as of the Applicable Closing, all Intercompany Indebtedness and all interest rate swap and cross-currency interest rate swaps Contracts or other arrangements (including intercompany balances) between the Company and/or Seller or any of its SubsidiariesAffiliates (other than any member of the Acquired Group), on the one hand, and Seller and its Affiliatesany member of the Acquired Group, on the other hand (including those of the type described in note 15 hand, that were entered into prior to the most recent Financial Statements) Applicable Closing shall be settledcanceled, released and/or terminated or extinguished in full, as the case may be, without any continuing Liability to payment or obligation of the Company and its Subsidiariesliability. (b) Except as set forth on Schedule 4.11(b) Seller shall cause the repayment, termination or other final resolution of all intercompany balances of or held by a member of the Acquired Group (the “Intercompany Restructuring”), except as may otherwise be agreed in writing between the Seller Disclosure Letterand ABG Purchaser after the date hereof and not less than ten (10) Business Days prior to the Applicable Closing (or as soon as reasonably practicable if the steps plan described below is not finalized at least twenty (20) Business Days prior to the Applicable Closing). No later than forty (40) days after the date hereof, 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 Seller shall provide notice ABG Purchaser a draft steps plan setting forth the actions contemplated to consummate the Intercompany Restructuring and shall incorporate any reasonable written comments provided by ABG Purchaser with respect thereto that are received by Seller at least 30 days ten (10) Business Days prior to the Closing Date Applicable Closing; provided that such ABG Purchaser and Seller shall cooperate in good faith to resolve such comments in a manner which does not (i) subject Seller and its Affiliates to any additional liabilities or obligations (including Taxes, whether imposed directly on Seller or any of which such Intercompany Contracts it will so terminate. (c) At Purchaser’s election exercised its Affiliates or imposed by no later than 30 days prior to the Closingway of withholding, 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 Grossed-Up Withholding Taxes) or to (ii) delay, impede or prevent 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 Initial Closing. Seller shall not, and shall cause its Subsidiaries not to, terminate any such Intercompany Contracts without Purchaser’s written consent.