Intercompany Services. Except for the Ancillary Agreements, there are no (i) Contracts pursuant to which any services (other than those related to human resources and accounting) are provided and (ii) material Contracts, in each case (A) by any of the Transferred Entities, Bowenvale, Star One, AsiaSat or any of their respective Subsidiaries or the AMC-23 Business, on the one hand, to SES or any of its Affiliates (other than any of the Transferred Entities), on the other hand, or (B) by SES or any of its Affiliates (other than any of the Transferred Entities), on the one hand, to any of the Transferred Entities, Bowenvale, Star One, AsiaSat or any of their respective Subsidiaries or the AMC-23 Business, on the other hand (each, an “Intercompany Arrangement”).
Intercompany Services. 13 3.19 Taxes.............................................................. 13 3.20
Intercompany Services. 11 Section 5.4 Insurance....................................................................................... 11
Intercompany Services. All intercompany services provided by the UCRI Group to the International Group or by the International Group to the UCRI Group shall terminate as of the Offer Closing Time unless otherwise provided in any Ancillary Agreement or any other agreement contemplated thereby or hereby.
Intercompany Services. Following the Closing the Transferor shall provide the Transferee with certain services, including but not limited to administrative and office space services. The Parties wish to set their responsibilities in this regard in accordance with Appendix A.
Intercompany Services. Bank may, in its discretion and subject to receipt of documentation satisfactory to Bank, permit Customer to use Services on behalf of a parent company, subsidiary, affiliate or other commonly owned company (a "Related Entity"). If Bank permits Customer to use Services on behalf of Related Entities, Customer shall be jointly and severally liable for the Related Entities' obligations under this Agreement. Additionally, Customer represents and warrants that any and all transfers of a Related Entity's funds, or commingling of funds of one or more Related Entities with another Related Entity's or Customer's funds and Customer's use of the Services on behalf of the Related Entities have been duly authorized by all necessary parties and that Customer will make such documentation available to Bank immediately upon request. Customer represents and warrants that with respect to any Services used by Customer on behalf of Related Entities, such action is not in violation of any agreement, bylaw or board resolution of Customer or the Related Entities and is not in violation of any Applicable Law.
Intercompany Services. Schedule 3.18 sets forth a true and correct list of all Contracts among any of Sellers and any Affiliate thereof, on the one hand, and the Business or the Transferred Entities, on the other hand, specifically identifying any such agreement which cannot be terminated as of the Closing Date without penalty, including, without limitation, any inter-company licenses of Intellectual Property between Sellers and any Affiliate thereof, on the one hand, and Sellers on behalf of the Business or the Transferred Entities, on the other hand.
Intercompany Services. Except for the Ancillary Agreements, there are no Contracts pursuant to which any goods, services, materials or supplies are provided (i) by Splitco or Clorox Korea, the Transferred Businesses, or the Business Assets, on the one hand, to Clorox or any of its Affiliates (other than Splitco and Clorox Korea), on the other hand, or (ii) by Clorox or any of its Affiliates (other than Splitco and Clorox Korea), on the one hand, to Splitco or Clorox Korea, the Transferred Businesses, or the Business Assets, on the other hand (each, an “Intercompany Arrangement”). Relationships with Customers and Suppliers. Set forth in Section 4.22 of Clorox’s Disclosure Schedule is a true and correct list of (i) the ten largest customers (by revenues) of each of the Insecticides Business (excluding customers of Clorox Korea), the Insecticides Business (only including customers of Clorox Korea), and the Soft Scrub Business, and (ii) the ten largest suppliers (by purchases) of each of the Insecticides Business (excluding suppliers of Clorox Korea), the Insecticides Business (only including suppliers of Clorox Korea), and the Soft Scrub Business, in each case, during the fiscal year ended June 30, 2004. No customer or supplier that is not listed in Section 4.22 of Clorox’s Disclosure Schedule accounted for in excess of 5% of the revenues or purchases of any such Business during the fiscal year ended June 30, 2004. To Clorox’s knowledge, as of the date hereof, no customer or supplier listed in Section 4.22 of Clorox’s Disclosure Schedule has canceled or otherwise terminated, or threatened to terminate, its relationship with the Transferred Businesses, or, from July 1, 2004 to the date hereof, decreased or limited in any material respect, or threatened to decrease or limit in any material respect, its purchases from or sales to the Transferred Businesses from those set forth in Section 4.22 of Clorox’s Disclosure Schedule.
Intercompany Services. The Parties agree that at and following the Closing the Seller shall use its commercially reasonable efforts to provide, or cause to be provided, to the Company the intercompany services set forth on Schedule 6.20 for the period set forth therein, and the Company shall pay the Seller for such services in accordance with the terms set forth on Schedule 6.20. The Company or the Buyer may, at its sole option, with thirty (30) days written notice to the Seller, (a) extend the period of services for any of the intercompany services set forth on Schedule 6.20 (until, at the latest, the first anniversary of the Closing Date) and pay the Seller for such services in accordance with the terms set forth on Schedule 6.20 or (b) terminate the period of services without any further liabilities to any party, except that the foregoing shall not relieve the Company or the Buyer of paying any amounts owed with respect to services provided prior to termination. The Parties agree that, if not earlier terminated by the Company or the Buyer, the obligation to provide the services set forth on Schedule 6.20 shall terminate on the first anniversary of the Closing.
Intercompany Services. At the Closing, all data processing, internal accounting, insurance, personnel, legal, telephone and other services provided to Erisco by IMS or its affiliates (other than Erisco) shall terminate without any liability or obligation, other than the specific arrangements set forth in the Transitional Services Agreements.
