Common use of Intercompany Liabilities Clause in Contracts

Intercompany Liabilities. Except for the intercompany accounts and Contracts identified in Schedule 1.3 and except for any Transaction Documents (including the Remainco Note), Remainco shall, and shall cause the other members of the Remainco Group to, take such actions, including making such payments as may be necessary, so that prior to the Distribution Effective Time, the members of the Spinco Group, on the one hand, and the members of the Remainco Group, on the other hand, shall settle, discharge, offset, pay or repay, and otherwise terminate in full, all intercompany Liabilities, accounts and Contracts, in each case with no further Liability. Except for any services provided pursuant to the Transition Services Agreement and any other applicable Transaction Documents, as of and following the Distribution Effective Time, (a) the members of the Remainco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Spinco Group and (b) the members of the Spinco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Remainco Group.

Intercompany Liabilities. Except for the intercompany accounts and Contracts identified in Schedule 1.3 and except for any Transaction Documents (including the Remainco Note)Documents, Remainco shall, and shall cause the other members of the Remainco Group to, take such actions, including making such payments as may be necessary, so that prior to the Distribution Effective Equity Sale Closing Time, the members of the Spinco Group, on the one hand, and the members of the Remainco Group, on the other hand, shall settle, discharge, offset, pay or repay, and otherwise terminate in full, all intercompany Liabilities, accounts and Contracts, in each case with no further Liability. Except for any services provided pursuant to the Transition Services Agreement and any other applicable Transaction Documents, as of and following the Distribution Effective Equity Sale Closing Time, (a) the members of the Remainco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Spinco Group and (b) the members of the Spinco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Remainco Group.