Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.5(b), the Manitowoc ParentCo Entities, on the one hand, and the FoodserviceCo Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the Distribution. No terminated Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Distribution. Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a). The parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof): (i) any Intercompany Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Entity, on the one hand, and any SpinCo Entity, on the other hand, in existence as of immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCo.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.3(b), the Manitowoc ParentCo TimkenSteel Entities, on the one hand, and the FoodserviceCo Bearings Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the Distribution. No terminated Intercompany Agreement (including any provision thereof that purports to survive termination) shall will be of any further force or effect from and after the Distribution. Each party shallParty will, at the reasonable request of any other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a2.3(a). The partiesParties, on behalf of the members of their respective GroupsGroup, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a2.3(a) shall will not apply to any of the following Intercompany Agreements (or to any of the provisions thereof): (i) any Intercompany Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; (ii) any Intercompany Agreement set forth on Schedule 2.3(b)(ii); and (iii) any Intercompany Agreement listed intercompany accounts payable or described on Schedule 2.5(b)(iii)accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group Bearings Entities and the SpinCo Group shall TimkenSteel Entities will satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Bearings Entity, on the one hand, and any SpinCo TimkenSteel Entity, on the other hand, in existence as of immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case case, as agreed determined by Manitowoc ParentCo and SpinCoTimken.

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(b) or Section 2.03(c) or as otherwise provided by the Separation Step Plan, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the Distribution, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the FoodserviceCo EntitiesParent Group, on the other hand, hereby terminate any and all Intercompany AgreementsContracts, effective arrangements, commitments and understandings, oral or written between such parties and in existence as of the DistributionDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the DistributionDistribution Date. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a2.03(a) and Section 2.03(c) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any Intercompany this Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as and the case may be, is a party Ancillary Agreements (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any and each other Intercompany Agreement that or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group, including any Real Estate Separation Document and any Local Transfer Agreement or created by any Ancillary Agreement); (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; (iii) any other Intercompany Agreements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, any Ancillary Agreement or such Intercompany Agreement expressly contemplates will survive the DistributionDistribution Date; and (iiiiv) any Intercompany Agreement listed or described entered into in connection with the transactions contemplated hereby for the purpose of surviving the Distribution and governing commercial matters between Parent Group and the SpinCo Group following the Distribution; and (v) those Intercompany Agreements and Intercompany Accounts set forth on Schedule 2.5(b)(iii)XII. (c) Except as otherwise expressly In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Parent and specifically provided in this Agreement or any Ancillary Agreement, the relevant members SpinCo shall cause each Intercompany Account between a member of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo EntityGroup, on the one hand, and any SpinCo Entitya member of the Parent Group, on the other hand, in existence outstanding as of the close of business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Schedule XIX. (i) Parent and SpinCo each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Parent, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after giving effect to the Internal Reorganization no later than the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iiii) forgiveness As between Parent and SpinCo (and the members of their respective Groups), except to the extent prohibited by the relevant obligee or (ii) one applicable Law or a related series Final Determination, all payments and reimbursements received after the Distribution by either Party (or a member of repaymentsits Group) to which the other Party (or a member of its Group) is entitled under this Agreement, distributions shall be held by such Party (or the applicable member of and/or contributions its Group) in trust for the use and benefit of the Person entitled thereto and, within sixty (60) days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to capitalpay over to the other Party (or the applicable member of its Group), in the amount of such payment or reimbursement without right of setoff unless otherwise determined by Parent and SpinCo (or the applicable members of each case as agreed by Manitowoc ParentCo and SpinCoof their respective Groups).

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(b) or Section 2.03(c) or as otherwise provided by the Separation Step Plan, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the Distribution, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the FoodserviceCo EntitiesParent Group, on the other hand, hereby terminate any and all Intercompany AgreementsContracts, effective arrangements, commitments and understandings, oral or written between such parties and in existence as of the DistributionDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the DistributionDistribution Date. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a2.03(a) and Section 2.03(c) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any Intercompany this Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as and the case may be, is a party Ancillary Agreements (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any and each other Intercompany Agreement that or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group, including any Real Estate Separation Document and any Local Transfer Agreement or created by any Ancillary Agreement); (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; (iii) any other Intercompany Agreements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, any Ancillary Agreement or such Intercompany Agreement expressly contemplates will survive the DistributionDistribution Date; and (iiiiv) any Intercompany Agreement listed or described entered into in connection with the transactions contemplated hereby for the purpose of surviving the Distribution and governing commercial matters between Parent Group and the SpinCo Group following the Distribution; and (v) those Intercompany Agreements and Intercompany Accounts set forth on Schedule 2.5(b)(iii)XIII. (c) Except as otherwise expressly In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Parent and specifically provided in this Agreement or any Ancillary Agreement, the relevant members SpinCo shall cause each Intercompany Account between a member of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo EntityGroup, on the one hand, and any SpinCo Entitya member of the Parent Group, on the other hand, in existence outstanding as of the close of business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Schedule XX. (i) Parent and SpinCo each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Parent, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after giving effect to the Internal Reorganization no later than the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iiii) forgiveness As between Parent and SpinCo (and the members of their respective Groups), except to the extent prohibited by the relevant obligee or (ii) one applicable Law or a related series Final Determination, all payments and reimbursements received after the Distribution by either Party (or a member of repaymentsits Group) to which the other Party (or a member of its Group) is entitled under this Agreement, distributions shall be held by such Party (or the applicable member of and/or contributions its Group) in trust for the use and benefit of the Person entitled thereto and, within sixty (60) days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to capitalpay over to the other Party (or the applicable member of its Group), in the amount of such payment or reimbursement without right of setoff unless otherwise determined by Parent and SpinCo (or the applicable members of each case as agreed by Manitowoc ParentCo and SpinCoof their respective Groups).

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(c) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the R&C Contribution, AdvanSix and each other member of the AdvanSix Group, on the one hand, and Honeywell and each other member of the FoodserviceCo EntitiesHoneywell Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), effective including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or accrued as of the DistributionR&C Contribution. No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Distributiondate of the R&C Contribution. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and AdvanSix shall cause each Intercompany Account between a member of the AdvanSix Group, on the one hand, and a member of the Honeywell Group, on the other hand, outstanding as of the close of business on the business day immediately prior to the date of the R&C Contribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the R&C Contribution; provided that all intercompany balances that are primarily accounting entries (and not reflective of amounts intended to be repaid), including in respect of any Cash balances or any Cash held in any centralized cash management system that are reflected in the accounting records of Honeywell and AdvanSix at such time, shall be eliminated. If after giving effect to such settlements, the Bank Debt Incurrence, the Special Dividend and the other Internal Transactions, the net amount of Cash held by the AdvanSix Group as of the time of the Distribution would not equal $ , the foregoing settlement shall be adjusted, or Honeywell and AdvanSix shall otherwise agree on a method of Cash transfer on the Distribution Date, such that the amount of Cash held by the AdvanSix Group immediately following the Distribution shall equal $ . (c) The provisions of Section 2.5(a2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to which be entered into by either Party or any non-wholly owned Subsidiary or non-wholly owned Affiliate other member of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly ownedits Group); ; (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; and (iii) any other Intercompany Agreement Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii)Distribution Date. (cd) Except as otherwise expressly Each of Honeywell and specifically provided AdvanSix shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of AdvanSix and AdvanSix’s Subsidiaries from all Cash Management Arrangements to which it is a party, in this Agreement or any Ancillary Agreement, each case prior to the relevant members close of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Entity, business on the one hand, and any SpinCo Entity, on the other hand, in existence as of business day immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCoDate.

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(c) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the R&C Contribution, AdvanSix and each other member of the AdvanSix Group, on the one hand, and Honeywell and each other member of the FoodserviceCo EntitiesHoneywell Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), effective including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or accrued as of the DistributionR&C Contribution. No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Distributiondate of the R&C Contribution. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and AdvanSix shall cause each Intercompany Account between a member of the AdvanSix Group, on the one hand, and a member of the Honeywell Group, on the other hand, outstanding as of the close of business on the business day immediately prior to the date of the R&C Contribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the R&C Contribution; provided that all intercompany balances that are primarily accounting entries (and not reflective of amounts intended to be repaid), including in respect of any Cash balances or any Cash held in any centralized cash management system that are reflected in the accounting records of Honeywell and AdvanSix at such time, shall be eliminated. If after giving effect to such settlements, the Bank Debt Incurrence, the Special Dividend and the other Internal Transactions, the net amount of Cash held by the AdvanSix Group as of the time of the Distribution would not equal $40 million, the foregoing settlement shall be adjusted, or Honeywell and AdvanSix shall otherwise agree on a method of Cash transfer on the Distribution Date, such that the amount of Cash held by the AdvanSix Group immediately following the Distribution shall equal $40 million. (c) The provisions of Section 2.5(a2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to which be entered into by either Party or any non-wholly owned Subsidiary or non-wholly owned Affiliate other member of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly ownedits Group); ; (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; and (iii) any other Intercompany Agreement Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii)Distribution Date. (cd) Except as otherwise expressly Each of Honeywell and specifically provided AdvanSix shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of AdvanSix and AdvanSix’s Subsidiaries from all Cash Management Arrangements to which it is a party, in this Agreement or any Ancillary Agreement, each case prior to the relevant members close of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Entity, business on the one hand, and any SpinCo Entity, on the other hand, in existence as of business day immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCoDate.

Termination of Agreements. (a) Except as set forth in Section 2.5(b), the Manitowoc ParentCo Entities, on the one hand, and the FoodserviceCo Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the Distribution. No terminated Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Distribution. Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a). The parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof): (i) any Intercompany Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii2.3(b)(iii). (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Entity, on the one hand, and any SpinCo Entity, on the other hand, in existence as of immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCo.

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(b) or Section 2.03(c) or as otherwise provided by the Separation Step Plan, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the Distribution, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the FoodserviceCo EntitiesParent Group, on the other hand, hereby terminate any and all Intercompany AgreementsContracts, effective arrangements, commitments and understandings, oral or written between such parties and in existence as of the DistributionDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the DistributionDistribution Date. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a2.03(a) and Section 2.03(c) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any Intercompany this Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as and the case may be, is a party Ancillary Agreements (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any and each other Intercompany Agreement that or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group, including any Real Estate Separation Document and any Local Transfer Agreement or created by any Ancillary Agreement); (ii) any Intercompany Agreements to which any third party is a party, including any Shared Contracts; (iii) any other Intercompany Agreements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, any Ancillary Agreement or such Intercompany Agreement expressly contemplates will survive the DistributionDistribution Date; and (iiiiv) any Intercompany Agreement listed or described entered into in connection with the transactions contemplated hereby for the purpose of surviving the Distribution and governing commercial matters between Parent Group and the SpinCo Group following the Distribution; and (v) those Intercompany Agreements and Intercompany Accounts set forth on Schedule 2.5(b)(iii)XIII. (c) Except as otherwise expressly In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Parent and specifically provided in this Agreement or any Ancillary Agreement, the relevant members SpinCo shall cause each Intercompany Account between a member of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo EntityGroup, on the one hand, and any SpinCo Entitya member of the Parent Group, on the other hand, in existence outstanding as of the close of business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Schedule XX. (i) Parent and SpinCo each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Parent, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after giving effect to the Internal Reorganization no later than the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iiii) forgiveness As between Parent and SpinCo (and the members of their respective Groups), except to the extent prohibited by the relevant obligee or (ii) one applicable Law or a related series Final Determination, all payments and reimbursements received after the Distribution by either Party (or a member of repaymentsits Group) to which the other Party (or a member of its Group) is entitled under this Agreement, distributions shall be held by such Party (or the applicable member of and/or contributions its Group) in trust for the use and benefit of the Person entitled thereto and, within sixty (60) days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to capitalpay over to the other Party (or the applicable member of its Group), in the amount of such payment or reimbursement without right of setoff unless otherwise determined by Parent and SpinCo (or the applicable members of each case as agreed by Manitowoc ParentCo and SpinCoof their respective Groups). (e) The Parties shall take the actions set forth on Schedule XXIV.

Termination of Agreements. (a) Except as set forth in Section 2.5(b2.3(b), the Manitowoc ParentCo TimkenSteel Entities, on the one hand, and the FoodserviceCo Bearings Entities, on the other hand, hereby terminate any and Exhibit 2.1 all Intercompany Agreements, effective as of the Distribution. No terminated Intercompany Agreement (including any provision thereof that purports to survive termination) shall will be of any further force or effect from and after the Distribution. Each party shallParty will, at the reasonable request of any other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a2.3(a). The partiesParties, on behalf of the members of their respective GroupsGroup, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.5(a2.3(a) shall will not apply to any of the following Intercompany Agreements (or to any of the provisions thereof): (i) any Intercompany Agreement to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; (ii) any Intercompany Agreement set forth on Schedule 2.3(b)(ii); and (iii) any Intercompany Agreement listed intercompany accounts payable or described on Schedule 2.5(b)(iii)accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices. (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group Bearings Entities and the SpinCo Group shall TimkenSteel Entities will satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Bearings Entity, on the one hand, and any SpinCo TimkenSteel Entity, on the other hand, in existence as of immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case case, as agreed determined by Manitowoc ParentCo and SpinCoTimken.

Termination of Agreements. (a) Except as set forth in Section 2.5(b)2.03(c) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the Manitowoc ParentCo Entitiesreleases and other provisions of Section 6.01, effective as of the Distribution, Cable and each other member of the Cable Group, on the one hand, and Xxxxxx and each other member of the FoodserviceCo EntitiesXxxxxx Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), effective including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or accrued as of the Distribution. No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the DistributionDistribution Date. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a)foregoing. The partiesParties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Xxxxxx and Cable shall cause each Intercompany Account between a member of the Cable Group, on the one hand, and a member of the Xxxxxx Group, on the other hand, outstanding as of the close of business on the business day immediately prior to the Distribution Date to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the Distribution Date; provided that all intercompany balances that are primarily accounting entries (and not reflective of amounts intended to be repaid), including in respect of any Cash balances or any Cash held in any centralized cash management system that are reflected in the accounting records of Xxxxxx and Cable at such time, shall be eliminated; provided further that any such intercompany balances resulting from Tax Intercompany Accounts may instead be settled as soon as reasonably possible following the Distribution Date. If after giving effect to such settlements and the Internal Transactions, the net amount of Cash held by the Cable Group as of the time of the Distribution would not equal , the foregoing settlement shall be adjusted, or Xxxxxx and Cable shall otherwise agree on a method of Cash transfer on the Distribution Date, such that the amount of Cash held by the Cable Group immediately following the Distribution shall equal . (c) The provisions of Section 2.5(a2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): ): (i) any this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to which be entered into by either Party or any non-wholly owned Subsidiary or non-wholly owned Affiliate other member of Manitowoc ParentCo or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly ownedits Group); ; (ii) any existing written Intercompany Agreement between a member of the Cable Group, on the one hand, and a member of the Xxxxxx Group, on the other hand, that has been entered into in the ordinary course of business on an arm’s-length basis for the provision of services or other commercial arrangement, including outstanding operational intercompany trade receivables or payables incurred on such basis and (iii) any other Intercompany Agreement Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii)Distribution Date. (cd) Except as otherwise expressly Each of Xxxxxx and specifically provided Cable shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of Cable and Cable’s Subsidiaries from all Cash Management Arrangements to which it is a party, in this Agreement or any Ancillary Agreement, each case prior to the relevant members close of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts between any Manitowoc ParentCo Entity, business on the one hand, and any SpinCo Entity, on the other hand, in existence as of business day immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCoDate.

Termination of Agreements. (a) Except as set forth in In furtherance of the releases and other provisions of Section 2.5(b)4.1, (i) Xxxxxxx Controls shall use its reasonable best efforts to cause all intercompany balances and accounts between Adient and each member of the Manitowoc ParentCo EntitiesAdient Group, on the one hand, and Xxxxxxx Controls and each member of the FoodserviceCo EntitiesXxxxxxx Controls Group, on the other hand, hereby terminate any and all hand (“Intercompany AgreementsAccounts”) to (other than balances or accounts arising out of the Intercompany Arrangements described in clauses (i) or (ii) of Section 2.7(b)) be settled or otherwise eliminated, effective as of the DistributionEffective Time, such that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as Xxxxxxx Controls shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise) and (ii) all agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among Adient and/or any member of the Adient Group, on the one hand, and Xxxxxxx Controls and/or any member of the Xxxxxxx Controls Group, on the other hand (“Intercompany Arrangements”), are (except as set forth in Section 2.7(b)) hereby terminated, effective as of the Effective Time, without further payment or performance and cease to have any further force and effect, such that no party thereto shall have any further obligations therefor or thereunder. No such terminated Intercompany Agreement Arrangement (including any provision thereof that which purports to survive termination) shall be of any further force or effect from and after the DistributionEffective Time. Each party Party shall, at the reasonable request of any the other partyParty, take, or cause to be taken, such other actions as may be necessary to effect the provisions of this Section 2.5(a). The parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreementforegoing. (b) The provisions of Section 2.5(a2.7(a)(ii) shall not apply to: (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the following Intercompany Agreements (Parties or to any of the provisions thereof): members of their respective Groups or to be continued from and after the Effective Time); (iii) any Intercompany Agreement Arrangements listed or described on Schedule 2.7(b)(ii); and (iii) any agreements, arrangements, commitments or understandings to which any Third Party or any non-wholly owned Subsidiary of Xxxxxxx Controls or non-wholly owned Affiliate of Manitowoc ParentCo or SpinCoAdient, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (ii) any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution; and (iii) any Intercompany Agreement listed or described on Schedule 2.5(b)(iii). (c) Except All Intercompany Accounts outstanding as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivablesEffective Time, payablesif any, loans and other accounts between any Manitowoc ParentCo Entity, on the one hand, and any SpinCo Entity, on the other hand, in existence as of immediately prior to the Distribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the relevant obligee Party (or member of its Group) owning such net amount, except (ii) that if such receivable or payable arises pursuant to an agreement, arrangement or understanding described in clauses (i) or (ii) one of Section 2.7(b), then it shall be settled in accordance with the terms of such agreement, arrangement or a related series of repayments, distributions of and/or contributions to capital, in each case as agreed by Manitowoc ParentCo and SpinCounderstanding.