Common use of Intercompany Obligations and Arrangements Clause in Contracts

Intercompany Obligations and Arrangements. (a) Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that concurrently with the Closing, the Company and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.08(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth in Section 5.08(a) of the Parent Disclosure Schedule, (ii) arising under the Quota Share Agreement, (iii) the Net Worth Maintenance Agreement or (iv) any Intercompany Agreement set forth in Section 5.08(b). To the extent that the amount of any such outstanding intercompany advance, receivable or payable cannot be determined by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates concurrently with the Closing, such intercompany advance receivable or payable shall be paid in full by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates (as applicable) following the Closing within ten (10) days of receipt of an invoice detailing the amount due with respect to such intercompany advance, receivable or payable; provided, however, that such amounts due and payable, if any, shall have been calculated in a manner consistent with past practice.

Intercompany Obligations and Arrangements. (a) Subject to Section 7.08(d)8.05, the Seller and the Parent shall, and shall cause its their respective Affiliates to, take such action actions and make such payments as may be necessary necessary, proper or advisable so that concurrently with within ten days following the Closing, the Company and the Transferred Subsidiaries, on the one hand, and the Parent Parent, the Seller and its their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, shall settlehave settled, dischargedischarged, offset, paypaid, repay repaid in full, terminateterminated, commute commuted or extinguish extinguished (in each case, by cash settlement or by netting or setting off debts and credits between the Company or any Transferred Subsidiary, on the one hand, and the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, with the balance of such intercompany loan, note, balance, advance, receivable or payable being settled in cash) all intercompany loans, notes notes, balances and advances regardless of their maturity and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment, payment for the amount due, including the intercompany loans, notes, balances, advances, receivables or payables identified on Section 6.08(a)(i) of the Seller Disclosure Letter, in each case, such that, at or prior to the Closing (or, with respect to intercompany loans, notes, balances, advances, receivables and payables that the Seller elects to be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished within 10 days following the Closing Date, on the tenth day following the Closing), the balances of each such intercompany loan, note, balance, advance, receivable and payable shall be zero, and neither the Company nor any Transferred Subsidiary shall have any further rights, obligations or liabilities with respect thereto; provided, however, that this Section 5.08(a6.08(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth in on Section 5.08(a6.08(a)(ii) of the Parent Seller Disclosure ScheduleLetter, (ii) arising under the Quota Share Agreementany Intercompany Agreement that will survive Closing pursuant to Section 6.08(b), or (iii) the Net Worth Maintenance arising under any Insurance Agreement or (iv) any Intercompany Agreement set forth in that will survive Closing pursuant to Section 5.08(b6.08(b). To the extent that the amount of any such outstanding intercompany advance, receivable or payable cannot be determined by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates concurrently with the Closing, such intercompany advance receivable or payable shall be paid in full by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates (as applicable) following the Closing within ten (10) days of receipt of an invoice detailing the amount due with respect to such intercompany advance, receivable or payable; provided, however, that such amounts due and payable, if any, shall have been calculated in a manner consistent with past practice.

Intercompany Obligations and Arrangements. (a) Subject to Section 7.08(d), the Parent Seller shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that concurrently with the Closing, the Company and the Transferred Company Subsidiaries, on the one hand, and the Parent Seller and its Affiliates (other than the Company and the Transferred Company Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all intercompany loans, notes and advances regardless of their maturity maturity, including the repayment of the principal and interest on, and the termination of, the Loan Agreements, and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.08(a5.11(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth in Section 5.08(a5.11(a) of the Parent Seller Disclosure Schedule, (ii) arising under the Quota Share Agreement, (iii) the Net Worth Maintenance Agreement or (iv) any Intercompany Agreement set forth in Section 5.08(b)5.11(b) of the Seller Disclosure Schedule or (iii) arising under any Transaction Agreement. To the extent that the amount of any such outstanding intercompany loan, note, advance, receivable or payable cannot be determined by the Parent Seller or the Company or any of the Transferred Company Subsidiaries or any of their respective Affiliates concurrently with the Closing, such intercompany advance loan, note, advance, receivable or payable shall be paid in full by the Parent or Seller, the Company or any of the Transferred Company Subsidiaries or any of their respective Affiliates (as applicable) following the Closing within ten (10) days of receipt of an invoice detailing the amount due with respect to such intercompany loan, note, advance, receivable or payable; provided, however, that such amounts due payable being mutually agreed by Seller and payable, if any, shall have been calculated in a manner consistent with past practicethe Company.

Intercompany Obligations and Arrangements. (a) Subject to Section 7.08(d), The Parent and the Parent Seller shall, and shall cause its their Affiliates to, take such action and make such payments as may be necessary so that concurrently with the Closing, the Company and the Transferred SubsidiariesCompanies, on the one hand, and the Parent Parent, the Seller and its their Affiliates (other than the Company and the Transferred SubsidiariesCompanies), on the other hand, to the extent permitted by Law, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables, including entire principal amount at par and any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that the requirements of the immediately preceding clause of this Section 5.08(a5.07(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) any intercompany loan, note, advance, receivable or payable set forth in Section 5.08(a5.07(a) of the Parent Disclosure Schedule, (ii) arising under any Intercompany Agreement set forth on Section 5.07(b) or Section 5.07(c) of the Quota Share AgreementParent Disclosure Schedule or in respect of the Parent Advances (which shall be dealt with pursuant to the terms set forth in Section 2.04(d) and Sections 2.06(a)(ii) and (iii)) or otherwise in respect of the matters addressed in Sections 5.01(b) or 5.01(c), (iii) any Parent Guaranty to the Net Worth Maintenance Agreement extent not terminated and fully released pursuant to Section 5.08, or (iv) any Intercompany Agreement other Contracts or any other claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature as set forth in Section 5.08(b)5.11(a) of the Parent Disclosure Schedule. To the extent that the amount of any such outstanding intercompany loan, note, advance, receivable or payable cannot be determined by the Parent or the Company or any of the Transferred Subsidiaries Companies or any of their respective Affiliates concurrently with the Closing, such intercompany advance loan, note, advance, receivable or payable shall be paid in full by the Parent or the Company or any of the Transferred Subsidiaries Companies or any of their respective Affiliates (as applicable) following the Closing within ten (10) days of receipt of an invoice detailing the amount due with respect to such intercompany loan, note, advance, receivable or payable; provided, however, that such amounts due and payable, if any, shall have been calculated in a manner consistent with past practice.