Common use of Intercompany Obligations and Arrangements Clause in Contracts

Intercompany Obligations and Arrangements. (a) The Parent shall, and shall cause its Affiliates to, take such actions and make such payments so that prior to the Closing Date, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all outstanding intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan), including any accrued and unpaid interest to but excluding the date of payment; provided, however, that this Section 5.07(a) shall not apply to any intercompany receivables or payables (i) arising under any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter, or (ii) arising under any Insurance Agreement. To the extent that the amount of any intercompany receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing. (b) The Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to the Closing Date, all Intercompany Agreements; provided, however, that this Section 5.07(b) shall not apply to (i) any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter or (ii) any Insurance Agreement. For the avoidance of doubt, this Section 5.07(b) shall not apply to (1) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which a Company or Transferred Subsidiary is not a party, but under which a Company and/or a Transferred Subsidiary may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, or (2) any Contract among (x) a third party, (y) the Parent or any of its Affiliates, and (z) any Company or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(e). If any Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoing.

Intercompany Obligations and Arrangements. (a) The Subject to Section 8.05, the Seller and the Parent shall, and shall cause its their respective Affiliates to, take such actions and make such payments as may be necessary, proper or advisable so that prior to within ten days following the Closing DateClosing, the Companies Company and the Transferred Subsidiaries, on the one hand, and the Parent Parent, the Seller and its their respective Affiliates (other than the Companies 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 outstanding intercompany loans, notes, balances and advances regardless of their maturity and all intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan)payables, including any accrued and unpaid interest to but excluding the date of payment; providedpayment for the amount due, howeverincluding the intercompany loans, that this Section 5.07(a) shall not apply to any intercompany notes, balances, advances, receivables or payables (i) arising under any Intercompany Agreement set forth identified on Section 5.07(b6.08(a)(i) of the Seller Disclosure Letter, in each case, such that, at or prior to the Closing (ii) arising under any Insurance Agreement. To the extent or, with respect to intercompany loans, notes, balances, advances, receivables and payables that the amount of any intercompany receivable or payable cannot Seller elects to be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full within 10 days following the Closing by, as the case may be, the Companies and the Transferred SubsidiariesDate, on the one handtenth day following the Closing), the balances of each such intercompany loan, note, balance, advance, receivable and payable shall be zero, and neither the Parent and its Affiliates (other than the Companies and the Company nor any Transferred Subsidiaries)Subsidiary shall have any further rights, on the other hand, within 10 days of receipt of an invoice detailing the amount due obligations or liabilities with respect thereto; provided, however, that this Section 6.08(a) shall not apply to such outstanding any intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany loans, notes, advances, receivables or payables are reflected in (i) set forth on Section 6.08(a)(ii) of the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the AcquirorSeller Disclosure Letter, at least five (5ii) Business Days prior arising under any Intercompany Agreement that will survive Closing pursuant to Section 6.08(b), or (iii) arising under any Insurance Agreement that will survive Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closingpursuant to Section 6.08(b). (b) The Parent (i) All Intercompany Agreements shall survive Closing, except, subject to Section 8.05 and any payments to be made within ten days following Closing pursuant to Section 6.08(a), the Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commutecommute or cause to be terminated or commuted, effective on an arm’s-length basis, without penalty for early termination or prior to commutation, concurrently with the Closing Date, all Intercompany Agreements; provided, however, that this Section 5.07(b) shall not apply to (i) any Intercompany Agreement that provides for the provision of (A) services or access to facilities, which services or access to facilities will be provided pursuant to the Transition Services Agreement, (B) those services or access to facilities set forth on Schedule 2.03(b) of the Transition Services Agreement or (C) those services or access to facilities which the Company and the Transferred Subsidiaries will provide for themselves or obtain from other Persons as of the Closing or (ii) those Intercompany Agreements set forth on Section 5.07(b6.08(b) of the Seller Disclosure Letter or (ii) any Insurance Agreement. For the avoidance of doubt, this Section 5.07(b) shall not apply to (1) any Contract between a third party, on the one handLetter, and the Parent or any of its Affiliates, on the other hand, to which a Company or Transferred Subsidiary is not a party, but under which a Company and/or a Transferred Subsidiary may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, or (2) any Contract among (x) a third party, (y) the Parent or any of its AffiliatesSeller shall, and (z) shall cause its Affiliates to, execute and deliver to the Acquiror any Company releases, termination agreements and discharges in connection therewith such that no party thereto continues to have any rights, obligations or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(e). If any Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingliabilities.

Intercompany Obligations and Arrangements. (a) The Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such actions action and make such payments as may be necessary so that prior to concurrently with the Closing DateClosing, the Companies Company and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies Company and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all outstanding intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan)payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.07(a5.08(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 on in Section 5.07(b) of the Seller Disclosure Letter, or (ii) arising under any Insurance Agreement5.08(b). To the extent that the amount of any such outstanding intercompany advance, receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted determined by the Parent or extinguished the Company or any of the Transferred Subsidiaries or any of their respective Affiliates concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise)Closing, such amount (plus any accrued and unpaid interest) 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 by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates within ten (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 10) days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany advance, receivable or payable (but payable; provided, however, that such amounts due and payable, if any, shall have been calculated in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently a manner consistent with the Closingpast practice. (b) The Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to concurrently with the Closing DateClosing, all Intercompany Agreements, whether written or oral; provided, however, that this Section 5.07(b5.08(b) shall not apply to (i) the Quota Share Agreement, the Net Worth Maintenance Agreement or any Intercompany Agreement set forth on in Section 5.07(b5.08(b) of the Seller Parent Disclosure Letter or (ii) any Insurance AgreementSchedule. For the avoidance of doubt, this Section 5.07(b5.08(b) shall not apply to (1A) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which a the Company or any of the Transferred Subsidiary Subsidiaries is not a party, but under which a the Company and/or a or any of the Transferred Subsidiary Subsidiaries may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, agreements or (2B) any Contract among (x) a third party, (y) the Parent or any of its Affiliates, Affiliates and (z) any the Company or any of the Transferred SubsidiarySubsidiaries. All of such Such third party Contracts are governed exclusively by Section 5.05(e). If any Intercompany 5.10. (c) The Parent shall, and shall cause its Affiliates to, take such actions (including obtaining all authorizations, consents, orders approvals or non-disapprovals of all Governmental Authorities) as may be necessary to amend the Quota Share Agreement provides that any term or condition survives as set forth in the form in Section 5.08(c) of the Parent Disclosure Schedule, concurrently with the Closing. (d) Each of the Parent and the Acquiror shall use its expiration or termination, this Agreement hereby modifies and amends such Intercompany reasonable best efforts to seek termination of all obligations under the Net Worth Maintenance Agreement to cancel and negate such survivalany beneficiaries thereof. To the extent any obligations under the Net Worth Maintenance Agreement with respect to any beneficiary thereof on or prior to Closing, the Acquiror shall promptly reimburse the Parent for any amounts the Parent is obligated to provide, contribute, pay, loan or otherwise make available pursuant to the Net Worth Maintenance Agreement after the Closing Date; provided, however, that the foregoing Acquiror’s obligations for reimbursement pursuant to clause or otherwise pursuant to the Net Worth Maintenance Agreement shall not exceed the equity of United Residential Insurance Company as of the Closing Date. For the avoidance of doubt, this Section 5.08 shall not apply to any term or condition that imposes confidentiality obligations. The parties agree IT Contracts, which are covered pursuant to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingSection 5.22.

Intercompany Obligations and Arrangements. (a) The Parent Seller shall, and shall cause its Affiliates to, take such actions action and make such payments as may be necessary so that prior to concurrently with the Closing DateClosing, the Companies and the Transferred SubsidiariesCompanies, on the one hand, and the Parent Seller and its Affiliates (other than the Companies and the Transferred SubsidiariesCompanies), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute terminate or extinguish all outstanding intercompany loans, notes, and advances regardless of their maturity and all intercompany receivables and payables (other than any principal or interest owed under for the Bridge Loan)amount due, including any accrued and unpaid interest to but excluding the date of payment; provided, however, that this Section 5.07(a5.7(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) listed in Section 5.7(a) of the Disclosure Schedule, (ii) arising under any Intercompany Agreement set forth on in Section 5.07(b5.7(b) or Section 5.7(c) of the Seller Disclosure LetterSchedule, or (iiiii) arising under any Insurance Agreement. To the extent that the amount of any intercompany receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the ClosingContract. (b) The Parent Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commuteterminate, effective on or prior to concurrently with the Closing Date, all Intercompany Agreements; provided, however, that this Section 5.07(b5.7(b) shall not apply to (i) any Intercompany Agreement set forth on in Section 5.07(b5.7(b) or Section 5.7(c) of the Seller Disclosure Letter Schedule or (ii) any Insurance Agreement. For the avoidance of doubt, this Section 5.07(bContract. (c) shall not apply to (1) any Contract between a third party, on the one handSeller shall, and shall cause its Affiliates to, take such actions as may be necessary, concurrently with the Parent or any of its Affiliates, on the other handClosing, to which a Company or Transferred Subsidiary is not a party, but under which a Company and/or a Transferred Subsidiary may otherwise derive benefits, such amend those Intercompany Agreements as enterprise-wide licenses or “master” agreements, or (2identified and as set forth in Section 5.7(c) any Contract among (x) a third party, (y) of the Parent or any of its Affiliates, and (z) any Company or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(e). If any Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingDisclosure Schedule.

Intercompany Obligations and Arrangements. (a) The Parent Seller shall, and shall cause its Affiliates to, take such actions action and make such payments as may be necessary so that prior to concurrently with the Closing DateClosing, the Companies Company and the Transferred Company Subsidiaries, on the one hand, and the Parent Seller and its Affiliates (other than the Companies Company and the Transferred Company Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all outstanding intercompany loans, notes and advances regardless of their maturity, including the repayment of the principal and interest on, and the termination of, the Loan Agreements, and all intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan)payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.07(a5.11(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth in Section 5.11(a) of the Seller Disclosure Schedule, (ii) arising under any Intercompany Agreement set forth on in Section 5.07(b5.11(b) of the Seller Disclosure Letter, Schedule or (iiiii) arising under any Insurance Transaction Agreement. To the extent that the amount of any such outstanding intercompany loan, note, advance, receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted determined by Seller or extinguished the Company or any of the Company Subsidiaries or any of their respective Affiliates concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise)Closing, such amount (plus any accrued and unpaid interest) intercompany loan, note, advance, receivable or payable shall be paid in full by Seller, the Company or any of the Company Subsidiaries (as applicable) following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates within ten (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 10) days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany loan, note, advance, receivable or payable (but in no event later than 30 days after being mutually agreed by Seller and the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the ClosingCompany. (b) The Parent Seller and the Company shall, and shall cause its their respective Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to concurrently with the Closing DateClosing, all Intercompany Agreements; provided, however, that this Section 5.07(b5.11(b) shall not apply to (i) any Intercompany Agreement set forth on in Section 5.07(b5.11(b) of the Seller Disclosure Letter Schedule or (ii) any Insurance Transaction Agreement. For the avoidance of doubt, this Section 5.07(b) shall not apply to (1) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which a Company or Transferred Subsidiary is not a party, but under which a Company and/or a Transferred Subsidiary may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, or (2) any Contract among (x) a third party, (y) the Parent or any of its Affiliates, and (z) any Company or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(e). If any Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoing.

Intercompany Obligations and Arrangements. (a) The Parent shall: (i) provide to Acquiror, as promptly as practicable after the date hereof, a true, correct and complete list, as of the date of delivery of such list, of all Intercompany Agreements (the “Intercompany Agreement Schedule”), along with true, correct and complete copies of each such Intercompany Agreement that have not been Made Available to Acquiror, and (ii) use commercially reasonable efforts to, as promptly as practicable after the date hereof, provide to Acquiror a true and correct list of all Intercompany Payables and Intercompany Receivables as of the date of delivery of such list. (b) Parent shall, and shall cause its Affiliates to, take all such actions and make such payments so that as may be necessary to terminate or commute (without further liability or obligation of the Company Group Entities), concurrently with or immediately prior to the Closing DateClosing, the Companies and the Transferred Subsidiariesall Intercompany Agreements, on the one handwhether written or oral, and the to settle (including by way of transfer to Parent and its Affiliates (or Affiliate thereof, other than the Companies and the Transferred Subsidiariesany Company Group Entity), on the other hand, shall settle, discharge, offset, pay, pay or repay in fullfull all Intercompany Payables and Intercompany Receivables, terminateregardless of their maturity, commute or extinguish all outstanding intercompany receivables and payables for the amount due (other than any principal or interest owed under the Bridge Loan), including any accrued and unpaid interest to but excluding the date of payment; ), together with all fees and other amounts due or outstanding thereunder, provided, however, that this Section 5.07(a) shall not apply to any intercompany receivables or payables (i) arising under prior thereto, Parent shall discuss in good faith with Acquiror whether any Intercompany Agreement not set forth on Section 5.07(b) of the Seller Parent Disclosure Letter, or Schedule should survive the Closing and (ii) arising under any Insurance Agreement. To the extent that the amount of any intercompany receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing. (b) The Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to the Closing Date, all Intercompany Agreements; provided, however, that this Section 5.07(b) 5.07 shall not apply to (i1) any Intercompany Agreement set forth on in Section 5.07(b) of the Seller Parent Disclosure Letter Schedule, any Intercompany Agreement that the parties mutually agree should survive the Closing pursuant to the discussions contemplated by the preceding clause (i) or any Intercompany Agreement that survives the Closing pursuant to Section 5.01(b)(xxv) (ii) the “Surviving Intercompany Agreements”), with respect to which Parent shall, or shall cause its applicable Affiliate to, waive, effective as of the Closing any Insurance right of Parent or such Affiliate, as applicable, to terminate, cancel, modify accelerate or commute such Surviving Intercompany Agreement. For , or any right to a claim breach or default such Surviving Intercompany Agreement, in each case as a result of the avoidance of doubtClosing, this Section 5.07(b) shall not apply to (12) any Contract between a third party, on the one hand, and the Parent or any of its respective Affiliates, on the other hand, to which a any Company or Transferred Subsidiary Group Entity is not a party, but under which a any Company and/or a Transferred Subsidiary Group Entity may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, agreements or (23) any Contract among (xA) a third party, (yB) the Parent or any of its Affiliates, Affiliates (other than a Company Group Entity) and (zC) any Company or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(e). If any Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingGroup Entity.

Intercompany Obligations and Arrangements. (a) The Parent Seller shall, and shall cause its Affiliates to, take such actions action and make such payments as may be necessary so that prior to or concurrently with the Closing DateClosing, the Companies and the Transferred their respective Subsidiaries, on the one hand, and the Parent Seller and its Affiliates (other than the Companies and the Transferred their respective Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute terminate or extinguish all outstanding intercompany receivables loans, notes and payables advances (other than any principal or interest owed under the Bridge Loan)collectively, “Intercompany Balances”) regardless of their maturity, including any accrued and unpaid interest to but excluding the date of payment; provided, however, that this Section 5.07(a) shall not apply to any intercompany receivables or payables (i) arising under any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter, or (ii) arising under any Insurance Agreement. To the extent that for the amount of due. The Seller shall deliver to the Buyer all promissory notes or other instruments evidencing such Intercompany Balances marked “cancelled” including any global intercompany receivable or payable cannot be settled, discharged, offset, paid, repaid note executed in full, terminated, commuted or extinguished concurrently connection with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the ClosingSeller’s Existing Credit Facility. (b) The Parent Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commuteterminate, effective on or prior to concurrently with the Closing DateClosing, all Intercompany AgreementsAffiliate Arrangements; provided, however, that this Section 5.07(b7.04(b) shall not apply to (i) any Intercompany Agreement Affiliate Arrangement set forth on in Section 5.07(b7.04(b) of the Seller Disclosure Letter or Schedules, (ii) any Insurance Agreement. For the avoidance of doubt, this Section 5.07(b) shall not apply to (1) any Contract between a third party, on the one hand, and the Parent Seller or any of its Affiliates, on the other hand, to which a Company the Companies or Transferred Subsidiary any of their respective Subsidiaries is not a party, but under which a Company and/or a Transferred Subsidiary the Companies or any of their respective Subsidiaries may otherwise derive benefitsbenefits (“Parent-Level Agreements”), such as enterprise-wide licenses or “master” agreements, or (2iii) any Contract among (x) a third party, (y) the Parent Seller or any of its Affiliates, Affiliates (other than the Companies and their respective Subsidiaries) and (z) any Company the Companies or any Transferred Subsidiary. All of such Contracts are governed exclusively by Section 5.05(etheir respective Subsidiaries (“Shared Agreements”). If any Intercompany Agreement provides that any term , or condition survives its expiration or termination, (iv) this Agreement hereby modifies and amends such Intercompany or any Related Agreement. (c) With respect to each Parent-Level Agreement to cancel and negate such survival; providedset forth on Section 7.04(c) of the Disclosure Schedules, however, that the foregoing Parties shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith and use their respective commercially reasonable efforts to execute additional documents cause to occur, on or prior to the Closing, (i) an amendment, (ii) a separation, (iii) the execution of a comparable Contract or (iv) other action (each a “Parent-Level Agreement Replacement”), such that the Companies and take further actions their respective Subsidiaries continue to accomplish derive substantially comparable use and benefit of such Contract as was in place before such amendment, separation, execution of a new Contract or other action; provided, that none of the foregoingSeller nor any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party in connection with this Section 7.04(c). (d) With respect to each Shared Agreement set forth on Section 7.04(d) of the Disclosure Schedules, the Parties shall cooperate in good faith and use their respective reasonable best efforts to cause to occur, on or prior to the Closing, (i) an amendment, (ii) a separation, (iii) the execution of a comparable Contract or (iv) other action (each a “Shared Agreement Replacement”) such that following the effectiveness of such Shared Agreement Replacement, the Seller and its Affiliates (other than the Companies and their respective Subsidiaries), on the one hand, shall not have any rights, obligations or liabilities, or be entitled to any benefits, of such Shared Agreement or Shared Agreement Replacement as related to the Companies and their respective Subsidiaries, on the other hand, and vice versa; provided, that none of the Seller nor any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise to any third party in connection with this Section 7.04(d). (e) From the Closing Date until the six (6) month anniversary thereof, the Buyer and the Seller shall each use commercially reasonable efforts to enter into any Parent-Level Agreement Replacement or Shared Agreement Replacement not previously entered into prior to the Closing. If the Seller is unable to enter into a Parent-Level Agreement Replacement or Shared Agreement Replacement, as applicable, with respect to any particular Parent-Level Agreement or Shared Agreement, as applicable, prior to the Closing, until the earlier of such time as such Parent-Level Agreement Replacement or Shared Agreement Replacement is entered into and six (6) months following the Closing Date, the Seller will, at the Buyer’s request, if practicable and solely to the extent permitted under the terms of the applicable Parent-Level Agreement or Shared Agreement, use commercially reasonable efforts to continue to provide goods and services to the Buyer and its Subsidiaries under such Parent-Level Agreement or Shared Agreement, as applicable, which goods and services shall be paid for by the Buyer at cost and shall, during such period, refrain from failing to renew, terminating, allowing to lapse, or amending or modifying in any respect materially adverse to the Companies or their respective Subsidiaries, any Shared Agreement or Parent-Level Agreement without the prior written consent of the Buyer. For the avoidance of doubt, from and after six (6) months following the Closing, the Buyer and its Subsidiaries shall have no right to receive any claims, rights, or benefits under any Parent-Level Agreement or Shared Agreement.

Intercompany Obligations and Arrangements. (a) The Parent and the Seller shall, and shall cause its their Affiliates to, take such actions action and make such payments as may be necessary so that prior to concurrently with the Closing DateClosing, the Companies and the Transferred SubsidiariesCompanies, on the one hand, and the Parent Parent, the Seller and its their Affiliates (other than the Companies 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 outstanding intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables (other than any payables, entire principal or interest owed under the Bridge Loan), including amount at par and any accrued and unpaid interest to but excluding the date of payment; provided, however, that the requirements of the immediately preceding clause of this Section 5.07(a) shall not apply to any intercompany receivables or payables (i) arising under any intercompany loan, note, advance, receivable or payable set forth in Section 5.07(a) of the Parent Disclosure Schedule, (ii) any Intercompany Agreement set forth on Section 5.07(b) or Section 5.07(c) of the Seller Parent Disclosure LetterSchedule 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 extent not terminated and fully released pursuant to Section 5.08, or (iiiv) arising under any Insurance Agreementother 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 5.11(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 settled, discharged, offset, paid, repaid in full, terminated, commuted determined by the Parent or extinguished any of the Companies or any of their respective Affiliates concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise)Closing, such amount (plus any accrued and unpaid interest) intercompany loan, note, advance, receivable or payable shall be paid in full by the Parent or any of the Companies or any of their respective Affiliates (as applicable) following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates within ten (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 10) days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany loan, note, advance, receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closingpayable. (b) The Parent and the Seller shall, and shall cause its their Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to concurrently with the Closing DateClosing, all Intercompany Agreements, whether written or oral; provided, however, that the requirements of the immediately preceding clause of this Section 5.07(b) shall not apply to (i) any intercompany loan, note, advance, receivable or payable set forth in Section 5.07(a) of the Parent Disclosure Schedule, (ii) any Intercompany Agreement set forth on Section 5.07(b) or Section 5.07(c) of the Seller Parent Disclosure Letter 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 extent not terminated and fully released pursuant to Section 5.08, or (iiiv) any Insurance Agreementother 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 5.11(a) of the Parent Disclosure Schedule. For the avoidance of doubt, the immediately preceding sentence of this Section 5.07(b) shall not apply to (1A) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which a any Company or Transferred Subsidiary is not a party, but under which a any Company and/or a Transferred Subsidiary may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, or (2B) any Contract among (x) a third party, (y) the Parent or any of its Affiliates, and (z) any Company or any Transferred SubsidiaryCompany. All of such Such third party Contracts are governed exclusively by Section 5.05(e). If any 5.13. (c) The Parent and the Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to amend, concurrently with the Closing, those Intercompany Agreement provides that any term or condition survives its expiration or termination, this Agreement hereby modifies and amends such Intercompany Agreement to cancel and negate such survival; provided, however, that Agreements set forth in Section 5.07(c) of the foregoing shall not apply to any term or condition that imposes confidentiality obligations. The parties agree to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingParent Disclosure Schedule.

Intercompany Obligations and Arrangements. (a) The Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such actions action and make such payments as may be necessary so that prior to concurrently with the Closing DateClosing, the Companies Company and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies Company and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all outstanding intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan)payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.07(a5.08(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 on in Section 5.07(b) of the Seller Disclosure Letter, or (ii) arising under any Insurance Agreement5.08(b). To the extent that the amount of any such outstanding intercompany advance, receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted determined by the Parent or extinguished the Company or any of the Transferred Subsidiaries or any of their respective Affiliates concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise)Closing, such amount (plus any accrued and unpaid interest) 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 by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates within ten (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 10) days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany advance, receivable or payable (but payable; provided, however, that such amounts due and payable, if any, shall have been calculated in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently a manner consistent with the Closingpast practice. (b) The Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute, effective on or prior to concurrently with the Closing DateClosing, all Intercompany Agreements, whether written or oral; provided, however, that this Section 5.07(b5.08(b) shall not apply to (i) the Quota Share Agreement, the Net Worth Maintenance Agreement or any Intercompany Agreement set forth on in Section 5.07(b5.08(b) of the Seller Parent Disclosure Letter or (ii) any Insurance AgreementSchedule. For the avoidance of doubt, this Section 5.07(b5.08(b) shall not apply to (1A) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which a the Company or any of the Transferred Subsidiary Subsidiaries is not a party, but under which a the 52 Company and/or a or any of the Transferred Subsidiary Subsidiaries may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements, agreements or (2B) any Contract among (x) a third party, (y) the Parent or any of its Affiliates, Affiliates and (z) any the Company or any of the Transferred SubsidiarySubsidiaries. All of such Such third party Contracts are governed exclusively by Section 5.05(e). If any Intercompany 5.10. (c) The Parent shall, and shall cause its Affiliates to, take such actions (including obtaining all authorizations, consents, orders approvals or non-disapprovals of all Governmental Authorities) as may be necessary to amend the Quota Share Agreement provides that any term or condition survives as set forth in the form in Section 5.08(c) of the Parent Disclosure Schedule, concurrently with the Closing. (d) Each of the Parent and the Acquiror shall use its expiration or termination, this Agreement hereby modifies and amends such Intercompany reasonable best efforts to seek termination of all obligations under the Net Worth Maintenance Agreement to cancel and negate such survivalany beneficiaries thereof. To the extent any obligations under the Net Worth Maintenance Agreement with respect to any beneficiary thereof on or prior to Closing, the Acquiror shall promptly reimburse the Parent for any amounts the Parent is obligated to provide, contribute, pay, loan or otherwise make available pursuant to the Net Worth Maintenance Agreement after the Closing Date; provided, however, that the foregoing Acquiror’s obligations for reimbursement pursuant to clause or otherwise pursuant to the Net Worth Maintenance Agreement shall not exceed the equity of United Residential Insurance Company as of the Closing Date. For the avoidance of doubt, this Section 5.08 shall not apply to any term or condition that imposes confidentiality obligations. The parties agree IT Contracts, which are covered pursuant to cooperate in good faith to execute additional documents and take further actions to accomplish the foregoingSection 5.22.