Intercompany Relationships. All intercompany obligations and balances between Target and Target Parent, including accounts payable, loans, notes, receivables or any other amounts owed by Target or any of its Subsidiaries to Target Parent or any of its affiliates, including those set forth on Schedule 4.20, shall be terminated, eliminated or otherwise contributed to the capital of Target on or prior to the Closing Date. All intercompany contracts and agreements set forth on Schedule 4.20 will be terminated, and will have no further force and effect, on or before the Closing Date. No interest shall accrue or be payable after the date hereof in connection with any such agreements or balances. SECTION 6.24.
Intercompany Relationships. All leases, licenses, contracts, and other agreements between any of the Company and the Subsidiaries on one hand and any of Seller or any of its affiliates on the other hand shall be deemed terminated as of the Closing and will have no further force or effect.
Intercompany Relationships. Except as set forth on Schedule 3.29, there is no material agreement or arrangement between the Business or the Companies, on the one hand, and the Seller or any Affiliates thereof (excluding the Companies), on the other hand.
Intercompany Relationships. There are no contractual or supply or service relationships (whether or not reduced to writing) relating to the Business between (i) the Company or any Company Subsidiary and (ii) any Seller or any Affiliate of a Seller (other than the Company or any Company Subsidiary). There are no intercompany accounts between (x) the Company or any Company Subsidiary and (y) any Seller or any Affiliate of the Company or a Seller.
Intercompany Relationships. Except as set forth on Schedule 6.13 or as otherwise contemplated by this Agreement, Seller, FGWLA and CLAC shall cause all intercompany accounts, loans, advances, payables and receivables between the Seller Subsidiaries, on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Seller Subsidiaries (other than another Seller Subsidiary), on the other hand (collectively, the “Intercompany Obligations”), to be settled prior to the Closing Date to the extent that amounts are due thereunder in the ordinary course. Except as set forth on Schedule 6.13 or as otherwise contemplated by this Agreement, all future commitments, if any, with respect to any Intercompany Obligations shall be terminated prior to the Closing Date and, in each case, the Seller Subsidiaries shall be fully released from all liability with respect thereto. Seller, FGWLA and CLAC shall cause the participation of the Seller Subsidiaries in all agreements, arrangements and understandings, whether written or oral, between any of the Seller Subsidiaries, on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Seller Subsidiaries (other than another Seller Subsidiary), on the other hand (collectively, the “Intercompany Agreements”), to be terminated and cancelled on or prior to the Closing Date and the Seller Subsidiaries to be fully released from all liability with respect thereto, other than with respect to the settlement of amounts accrued but not then due thereunder through the Closing Date, which the parties agree to cause to be settled in accordance with past practices, but in any event prior to the delivery of the Proposed Statement of Assets and Liabilities and the Proposed Net Worth Statement by Seller to Purchaser. Prior to the Closing Date, Seller and its Affiliates shall provide to Purchaser evidence reasonably satisfactory to Purchaser of the completion of the actions contemplated by this Section 6.13. For the avoidance of doubt, (A) the Intercompany Agreements include (i) all reinsurance agreements between the Insurance Company Subsidiaries on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Insurance Company Subsidiaries (other than another Seller Subsidiary), on the other hand, and (ii) the participation of the Seller Subsidiaries in any Tax sharing agreements, (B) the Intercompany Obligations include the statutory reserves ceded under such agreements and (C) all settlements of Intercompany Agreements on or after the Closing Date shall ...
Intercompany Relationships. Schedule 5.21 sets forth a list and description of all (i) Contracts between any of the Companies, on the one hand, and the Seller or any of its Affiliates, on the other hand, (ii) services provided by the Seller or any of its Affiliates with respect to the business of the Companies utilizing either (A) assets or properties not owned by the Companies or (B) employees that are not employees of any of the Companies and the manner in which the costs of providing such services have been allocated to the Companies, (iii) all loans, payables, receivables, and other accounts between any of the Companies, on the one hand, and the Seller or any of its Affiliates, on the other hand, and (iv) all assets and properties (whether real, personal, mixed, tangible or intangible) that are owned, beneficially or of record by the Seller or any of its Affiliates and all Contracts to which the Seller or any of its Affiliates is a party, in each case used in the operation of the business of the Companies.
Intercompany Relationships. Schedule 5.21 sets forth a list and description of all (i) Contracts between any of the Companies, on the one hand, and the Seller or any of its Affiliates, on the other hand, (ii) services provided by the Seller or any of its Affiliates with respect to the business of the Companies utilizing either (A) assets or properties not owned by the Companies or (B) employees that are not employees of any of the Companies and the manner in which the costs of providing such services have been allocated to the Companies, (iii) except for (A) the loans represented by the Intercompany Notes and (B) the Support Agreements, loans, payables, receivables, and other accounts between any of the Companies, on the one hand, and the Seller or any of its Affiliates, on the other hand, and (iv) assets and properties (whether real, personal, mixed, tangible or intangible) that are owned, beneficially or of record by the Seller or any of its Affiliates and all Contracts to which the Seller or any of its Affiliates is a party, in each case used in the operation of the business of the Companies.
Intercompany Relationships. Except as set forth on Schedule 3.31(e), (i) there is no material agreement or arrangement between PWPG, on the one hand, and the Seller or any Affiliates thereof (excluding, prior to the Closing, the Companies), on the other hand and (ii) to the Knowledge of Seller, there is no material agreement or arrangement between RDA, on the one hand, and Seller or any of Seller’s Affiliates (other than the Companies and PWPG), officers, directors or members, on the other hand.
Intercompany Relationships. Except as set out in Section 8.12 of the Vendor Disclosure Letter, as of the Closing Time,
(a) except for the Contracts listed on Schedule 8.12, there shall be no Contracts solely between the Company and its Subsidiaries or any operating unit thereof, on the one hand, and the Vendor and its Affiliates (other than the Company and its Subsidiaries) or any operating unit thereof, on the other hand;
(b) other than the Purchased Debt and intercompany indebtedness included in the Working Capital, there shall be no intercompany indebtedness (which shall include payables and receivables) between the Company and its Subsidiaries or any operating unit thereof, on the one hand, and the Vendor and its Affiliates (other than the Company and its Subsidiaries) or any operating unit thereof, on the other hand; and
(c) there shall be no debt or operating facilities shared among the Company and its Subsidiaries or any operating unit thereof, on the one hand, and the Vendor and its Affiliates (other than the Company and its Subsidiaries) or any operating unit thereof, on the other hand, and the Purchaser shall have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two senior executive officers of the Vendor (on the Vendor’s behalf and without personal liability), confirming the same as at the Closing Time. The conditions in this Article 8 are for the exclusive benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances or may be waived in writing by the Purchaser in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Purchaser may have.
Intercompany Relationships
