Intercompany Contracts. Promptly upon entering into any such arrangement or contract (to the extent permitted by Section 11.7), copies or detailed descriptions of all tax sharing, cost allocation, overhead attribution and any similar contracts or arrangements between the Borrower and any of its Affiliates at any time existing; and
Intercompany Contracts. No member of the Remainco Group or the Spinco Group shall be liable to any member of the other Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and any member of the other Group existing at or prior to the Separation Effective Time (other than, pursuant to any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and Remainco and Spinco, on behalf of the themselves and each member of their Group, hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it or any member of its Group and any member of the other Group effective as of the Separation Effective Time (other than any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby).
Intercompany Contracts. No member of the Everest Group or the Newco Group shall be liable to any member of the other Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and any member of the other Group existing at or prior to the Separation Effective Time (other than, pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and Everest and Newco, on behalf of the themselves and each member of their Group, hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it or any member of its Group and any member of the other Group effective as of the Separation Effective Time (other than as set forth on Schedule 2.4, this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby). With respect to the items set forth on Schedule 2.4, the Parties agree that any applicable covenants or other provisions specifically set forth on such Schedule 2.4 shall apply.
Intercompany Contracts. Except as contemplated in the Transition Services Agreement (or as set forth in Schedule 1.3(b)(ii)), all contracts and arrangements between the Companies and the Subsidiaries, on the one hand, and Parent and Seller or any of their subsidiaries (other than the Acquired Companies), on the other hand, will be terminated as of the Closing Date, at no liability to the Companies or the Subsidiaries.
Intercompany Contracts. SCHEDULE 2.28 contains a true and ---------------------- complete list of any and all contracts (written and oral), between and or among the Company and any Subsidiary thereof and the Company will make available all underlying documentation including worksheets, memoranda and accounting records, underlying any such transactions for the preceding seven (7) years.
Intercompany Contracts. 27 2.29 No Material Misstatement or Omission......................... 27 2.30 Franchises................................................... 28 SECTION 3.
Intercompany Contracts. 7.1 The parties agree that, between the date of this Agreement and the Separation Effective Time, the Purchaser and the Seller shall co-operate in good faith to agree a process to identify:
Intercompany Contracts. Upon the Closing, the Intercompany Contracts shall be deemed canceled and of no further force and effect without any further action by any party hereto or thereto. In addition to the representations and warranties of Seller set forth in SECTION 3 of this Agreement, Seller hereby represents and warrants to Purchaser that Seller has been granted the necessary authority from each party to the Intercompany Contracts to cancel such Intercompany Contracts pursuant to this SECTION 5.6(C), and that such cancellation is being made with the full knowledge and consent of such parties.
Intercompany Contracts. Except as pursuant to, or contemplated by, this Agreement, in any Ancillary Agreement or in connection with providing any service under any Ancillary Agreement, prior to Closing, Parent shall take or cause to be taken all commercially reasonable actions necessary to ensure that all Supported Rights and Services and any Intercompany Contracts (including, to the extent reasonably requested by Purchaser, any agreements between or among one or more Transferred Subsidiaries) shall be terminated and be of no further force or effect and all obligations thereunder shall be fully satisfied and extinguished as of Closing, notwithstanding any terms thereof to the contrary; provided, however, that this Section 5.14(b) shall not apply to: (i) this Agreement or any Ancillary Agreement, (ii) any Commingled Contract or any Contract or service entered into in replacement thereof as contemplated by this Agreement (including any resulting Intercompany Contract), (iii) any Delayed Transferred Asset Arrangement pursuant to Section 1.6 and (iv) Contracts that were entered into in the Ordinary Course and the terms and conditions of which are on arm’s-length terms and are set forth on Section 5.14(b) of the Parent Disclosure Letter.
Intercompany Contracts. Except for the Ancillary Agreements, Seller shall have caused, immediately prior to the consummation of the Closing or at the Closing, all Contracts between the Company, on the one hand, and Seller, Bxxxx Shoe or any Affiliate controlled by Bxxxx Shoe (other than the Company), on the other hand, to be terminated, without any further liability to the Company, Seller, Bxxxx Shoe or any Affiliate controlled by Bxxxx Shoe (other than the Company) (other than the Contracts which relate to the amounts referenced in the parenthetical clause of clause (ii) and the parenthetical clause of clause (x), in each case, in the definition of “Working Capital” in Section 1.6(h)(vi)).
