Intercompany Matters. Except for the Transaction Documents or as set forth in Schedule 2.22, there are no intercompany contracts or other arrangements between Bison LLC, on the one hand, and Seller or its other Affiliates, on the other hand, that (a) cannot be terminated by Bison LLC upon notice of thirty (30) days or less and (b) would subject Bison LLC to any obligations or liabilities, or otherwise bind Bison LLC subsequent to the Closing.
Intercompany Matters. As of immediately prior to the Spin-Off Date, all rights and Liabilities of, from or to any member of the Parent Group, on the one hand, and any member of the HY Group, on the other hand, will be netted against each other and the resulting balance will be cash settled as applicable, by Parent or HY, as the case may be, and all contracts between or among such parties will terminate, in each case other than under this Agreement or any of the other agreements or instruments contemplated hereby or any Liabilities arising therefrom. In the event any such intercompany amounts are identified following the Spin-Off Date that were not netted as contemplated by the preceding sentence, such amounts will be cash settled when they arise or are identified. In the event of any refund or credit relating to the HY Group or the Parent Group is received by the other group after the Spin-Off Date, such other group will provide the HY Group or Parent Group, as applicable, with the benefit of such refund or credit.
Intercompany Matters. Except for the Transaction Documents or as set forth in Schedule 2.22, there are no intercompany contracts or other arrangements between GTN LLC, on the one hand, and Seller or its other Affiliates, on the other hand, that (a) can not be terminated by GTN LLC upon notice of thirty (30) days or less and (b) would subject GTN LLC to any obligations or liabilities, or otherwise bind GTN LLC subsequent to the Closing.
Intercompany Matters. All intercompany accounts between the Sellers or any of their affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, as of the Closing Date shall be settled (irrespective of the terms of payment of such intercompany accounts) in the manner provided in this Section 5.12. At least five business days prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser a statement setting out in reasonable detail the calculation of all such intercompany account balances substantially in the form attached as Section 5.12(a) of the Seller Disclosure Letter based upon the latest available financial information as of such date and, to the extent reasonably requested by Purchaser, provide Purchaser with supporting documentation to verify the underlying intercompany charges and transactions. To the extent any intercompany account balances remain outstanding as of the Closing, the Purchaser and Seller will settle all outstanding balances within 15 calendar days after the Closing or as soon as reasonably practicable after such outstanding balances are finally determined. If the aggregate of all such outstanding intercompany account balances owed to the Sellers or any of their affiliates (other than the Companies) exceeds the aggregate of all such outstanding intercompany account balances owed to the Companies, then the Companies shall pay to OMG such difference. If the aggregate of all such outstanding intercompany account balances owed to the Companies exceeds the aggregate of all such outstanding intercompany account balances owed to the Sellers or any of their affiliates (other than the Companies), then OMG shall pay to the Companies such difference.
Intercompany Matters. All intercompany accounts, agreements or other arrangements (other than (i) the Transition Services Agreement and (ii) agreements or other arrangements to continue after the Closing pursuant to (A) Section 1.6, 5.8, 5.10, 5.11 or 5.15 of this Agreement, (B) the License Agreement, (C) the LMIC Indemnification Agreement, (D) the Liberty Life Agreement and (E) the sale of Liberty Life products by Independent Financial Marketing Group, Inc.) between any of the Companies or any affiliate or subsidiary of any of the Companies (other than the Subsidiaries), on the one hand, and any Subsidiary, on the other hand, as of the Closing shall be settled in accordance with their terms and consistent with past practices in the manner provided in this Section 5.14 (all such accounts, agreements and arrangements, the "Interconnects"). At least five Business Days prior to the Closing, the Companies shall prepare and deliver to the Purchaser a statement setting out in reasonable detail the calculation of all intercompany account balances in respect of the Interconnects to be settled hereunder based upon the latest available financial information as of such date and, to the extent reasonably requested by the Purchaser, provide the Purchaser with supporting documentation to verify the underlying intercompany charges and transactions. Such statement will include actual amounts reflected in the most recently closed monthly books and records and estimates for the period through the Closing Date based on the latest financial information available as of such date. All such intercompany account balances shall be paid in full in cash prior to the Closing. Except as contemplated by (i) the Transition Services Agreement or (ii) agreements or other arrangements to continue after the Closing pursuant to (A) Section 1.6, 5.8, 5.10, 5.11 or 5.15 of this Agreement, (B) the License Agreement, (C) the LMIC Indemnification Agreement, (D) the Liberty Life Agreement or (E) the sale of Liberty Life products by Independent Financial Marketing Group, Inc., all Interconnects will be terminated effective as of the Closing.
Intercompany Matters. Effective as of the Closing, except as contemplated by this Agreement and for those arrangements set forth on Section 5.09 of the Seller Disclosure Schedule, all intercompany accounts between Seller or any of its Affiliates, on the one hand, and any Company Group member, on the other hand, shall be settled and paid in full (regardless of the terms of payment of such intercompany accounts) effective as of Closing in accordance with this Section 5.09, and all agreements between Seller or any of its Affiliates, on the one hand, and the Company Group members, on the other hand (other than Transaction Agreements), shall be terminated, in each case without further liability or obligation (contingent or otherwise) of any party thereunder.
Intercompany Matters. Any breach of this TLA by a Subsidiary of HYNIX shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 as if HYNIX were the party in breach. Any termination of this TLA in accordance with the provisions of Clause 14.2 shall be effective in respect of HYNIX and all Subsidiaries. Any rights granted to any Subsidiary of HYNIX hereunder shall automatically terminate upon such Subsidiary of HYNIX ceasing to be a Subsidiary of HYNIX. In the event that a Subsidiary of HYNIX is in breach of any of the terms of this TLA, HYNIX shall hold harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses (including the reasonable fees of lawyers and other professionals) suffered, as a result of or in connection with such breach.
Intercompany Matters. As of immediately prior to the Spin-Off Date, all rights and Liabilities of, from or to any member of the Parent Group, on the one hand, and any member of the Xxxxxxxx Beach Holding Group, on the other hand, will be netted against each other and the resulting balance will be cash settled as applicable, by Parent or Xxxxxxxx Beach Holding, as the case may be, and all contracts between or among such parties will terminate, in each case other than under this Agreement or any of the other agreements or instruments contemplated hereby or any Liabilities arising therefrom. In the event any such intercompany amounts are identified following the Spin-Off Date that were not netted as contemplated by the preceding sentence, such amounts will be cash settled when they arise or are identified. In the event of any refund or credit relating to the Xxxxxxxx Beach Holding Group or the Parent Group is received by the other group after the Spin-Off Date, such other group will provide the Xxxxxxxx Beach Holding Group or Parent Group, as applicable, with the benefit of such refund or credit.
Intercompany Matters. (a) The intercompany accounts relating to relationships or services as of the Closing Date between Seller or its affiliates (other than the Company), on the one hand, and the [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Company, on the other hand, shall be settled in full or, at the option of Seller, but only to the extent permitted by Law, cancelled, in each case on or prior to the Closing Date. Seller shall cause the Company, at the Closing, to have no indebtedness for borrowed money or any guarantees therefor.
(b) Purchaser acknowledges that the License Agreement shall be terminated on or prior to the Closing Date. In addition to the services and benefits provided under the License Agreement, Purchaser further acknowledges that the Company currently receives or benefits from those administrative and corporate services and benefits provided by Seller or its affiliates to the Company. Purchaser further acknowledges that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the Company as of the Closing Date, except to the extent set forth in the Transition Services Agreement.
Intercompany Matters. At or prior to the Closing, each Seller shall, and shall cause its Affiliates to pay, settle, release, cancel or otherwise terminate all Intercompany Accounts effective at or prior to the Closing. Notwithstanding anything to the contrary in this Agreement, any liability (including any Tax liability) that results from the actions described in the preceding sentence shall be an Excluded Liability. Except for the Transaction Documents, all intercompany Contracts solely between or among a Seller and its Affiliates relating to the Business, shall, in each case, be terminated immediately prior to the Closing without any further liability or obligation on the part of any party thereto. All intercompany Contracts described in the preceding sentence (other than the Transaction Documents) are set forth on Schedule 6.06.
