Common use of Retention of Assets Clause in Contracts

Retention of Assets. From and after the date of this Agreement, LM shall ensure that no assets of any Business are distributed or otherwise transferred (by dividend, intercompany or intracompany loan or otherwise, other than by intercompany or intracompany loan that is consistent with past cash management practices) to LM or any Affiliate of LM (other than in the ordinary course consistent with past practices for payments to or allocated to LM or any Affiliate of LM relating to (i) materials or services used in the Businesses, (ii) costs advanced to or on behalf of the Businesses or (iii) allocations of corporate overhead costs). For purposes of the foregoing, LM shall treat each Business as if it were a separate, incorporated Subsidiary of LM. To the extent that, from and after the day after the Balance Sheet Date but prior to the Closing Date, more than a de minimis amount of assets (including, without limitation, cash) of any Business has been so distributed or otherwise transferred (by dividend or otherwise) to LM or any Affiliate of LM, LM shall, and shall cause any such Affiliate of LM to, prior to the Contribution Closing, to cause such assets (or an equivalent amount in cash) to be contributed or otherwise transferred to such Business. Any intercompany or intracompany loans made from and after the date of this Agreement to or from any of the Businesses consistent with past cash management practices shall be repaid at or prior to the Closing.

Retention of Assets. From and after the date of this Agreement, LM shall ensure that no assets of any Business the Businesses are distributed or otherwise transferred (by dividend, intercompany or intracompany loan or otherwise, other than by intercompany or intracompany loan that is consistent with past cash management practices) to LM or any Affiliate of LM (other than in the ordinary course consistent with past practices for payments to or allocated to LM or any Affiliate of LM relating to (i) materials or services used in the Businesses, (ii) costs advanced to or on behalf of the Businesses or (iii) allocations of corporate overhead costs). For purposes of the foregoing, LM shall treat each Business as if it were a separate, incorporated Subsidiary of LM. To the extent that, from and after the day after the Balance Sheet Date but prior to the Closing Date, more than a de minimis amount of assets (including, without limitation, cash) of any Business has been so distributed or otherwise transferred (by dividend or otherwise) to LM or any Affiliate of LM, LM shall, and shall cause any such Affiliate of LM to, prior to the Contribution Closing, to cause such assets (or an equivalent amount in cash) to be contributed or otherwise transferred to such Business. Any intercompany or intracompany loans made from and after the date of this Agreement to or from any of the Businesses consistent with past cash management practices shall be repaid at or prior to the Closing.