Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases 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 Xxxxxx Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), 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 after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement 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); (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 Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions2.7(b), in furtherance of the releases and other provisions of Section 6.014.1, effective as of the Distribution, Cable SpinCo and each other member of the Cable SpinCo Group, on the one hand, and Xxxxxx Parent and each other member of the Xxxxxx Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and or understandings, oral whether or written (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”)not in writing, between such parties or among SpinCo or any member of the SpinCo Group, on the one hand, and in effect Parent or accrued any member of the Parent Group, on the other hand, effective as of the DistributionEffective Time. No such terminated Intercompany Agreement agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Distribution DateEffective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a2.7(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments or Intercompany Accounts understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement or Intercompany Account instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party any of the Parties or any other member of its Groupthe members of their respective Groups or to be continued from and after the Effective Time); (ii) any existing written Intercompany Agreement agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany accounts payable or accounts receivable between a any member of the Cable Parent Group, on the one hand, and a any member of the Xxxxxx SpinCo Group, on the other hand, that has been entered into outstanding as of the Effective Time, which shall be settled in the ordinary course manner contemplated by Section 2.7(c) (provided, however, the provisions of business on an arm’sSection 2.7(a) shall apply to any agreements, arrangements, commitments or understandings from which such intercompany accounts payable or accounts receivable have arisen); (v) any agreements, arrangements, commitments or understandings to which any non-length basis wholly owned Subsidiary of Parent or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for the provision purposes of services or other commercial arrangement, including outstanding operational intercompany trade receivables or payables incurred on such basis determining whether a Subsidiary is wholly owned); and (iiivi) any other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution DateShared Contracts. (dc) Each Except as set forth on Schedule 2.7(c), all of Xxxxxx the intercompany accounts receivable and Cable accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise, as determined by Parent in its sole and shall cause their respective Subsidiaries toabsolute discretion. If, take all necessary actions to remove for any reason, any intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c)) is not repaid, settled or otherwise eliminated promptly after the Effective Time, each of Cable the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and Cable’s Subsidiaries from to do, or cause to be done, all Cash Management Arrangements things, reasonably necessary, proper or advisable to which it is repay, settle or otherwise eliminate such intercompany accounts receivable or accounts payable in a party, in each case prior manner that would have a substantially similar effect (including with respect to the close of business Taxes) on the business day immediately prior to Parent Group and the Distribution DateSpinCo Group as if such repayment, settlement or elimination occurring promptly after the Effective Time.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions2.04(b), in furtherance of the releases and other provisions of Section 6.015.01 hereof, effective as of the DistributionEffective Time, Cable Water Pik and each other member of the Cable Water Pik Group, on the one hand, and Xxxxxx each of ATI and each other member the respective members of the Xxxxxx ATI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and or understandings, oral whether or written (“Intercompany Agreements”)not in writing, between or among Water Pik and/or any member of the Water Pik Group, on the one hand, and ATI or any member of the ATI Group, on the other hand, including all (except as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or accrued as of the DistributionEffective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, to the extent that the termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated Intercompany Agreement agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Distribution DateEffective Time (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective time of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a2.04(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments or Intercompany Accounts understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement or Intercompany Account instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party any of the parties hereto or any other member of its Groupthe members of their respective Groups); (ii) any existing written Intercompany Agreement between a member of the Cable Groupagreements, arrangements, commitments or understandings listed or described 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 Schedule 2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Person other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive than the Distribution Date. (d) Each of Xxxxxx parties hereto and 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 Affiliates is a party, in each case prior party (it being understood that to the close of business on the business day immediately prior to the Distribution Date.extent

Termination of Agreements. (a) Except as set forth in Section 2.03(c2.03(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases and other provisions of Section 6.015.01, effective as of the Distribution, Cable OSH and each other member of the Cable OSH Group, on the one hand, and Xxxxxx SHLD and each other member of the Xxxxxx SHLD Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”)written, 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 Account, agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement, arrangement, commitment, understanding 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); , (ii) any existing written Intercompany Agreement agreements, arrangements, commitments or understandings to provide services between a member of the Cable OSH Group, on the one hand, and a member of the Xxxxxx SHLD Group, on the other hand, that has have been entered into in the ordinary course of business on an arm’s-length basis for the provision of services or other commercial arrangementbasis, including outstanding operational intercompany trade receivables or payables incurred on such basis and (iii) any other Intercompany Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions‎2.7(b), in furtherance of the releases and other provisions of Section 6.01‎4.1, effective as of the DistributionOSG, Cable on its own behalf and each other member of the Cable OSG Group, on the one hand, and Xxxxxx INSW, on its own behalf and each other member of the Xxxxxx INSW Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and or understandings, oral whether or written not in writing, between or among OSG and/or any member of the OSG Group, on the one hand, and INSW and/or any member of the INSW Group, on the other hand (“Intercompany including the Cost Sharing Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or accrued effective as of the DistributionEffective Time. No such terminated Intercompany Agreement agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Distribution DateEffective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a‎2.7(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments or Intercompany Accounts understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement or Intercompany Account instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party any of the Parties or any other member of its Groupthe members of their respective Groups or to be continued from and after the Effective Time); , (ii) any existing written Intercompany Agreement agreements, arrangements, commitments or understandings listed or described on Schedule ‎2.7(b)(ii), (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party, including any Shared Contracts, (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section ‎2.7(c), and (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary, OSG Ship Management Manila, Inc., the INSW JVs or Alaska Tanker L.L.C. of either INSW, or OSG, 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). (c) All of the intercompany accounts receivable and accounts payable between a any member of the Cable INSW Group, on the one hand, and a any member of the Xxxxxx OSG Group, on the other hand, that has been entered into outstanding prior to the Effective Time, respectively, shall, respectively, be repaid, settled or otherwise eliminated in the ordinary course of business on an arm’s-length basis for consistent with past practice by means of cash payments, a dividend, capital contribution, a combination of the provision of services foregoing, or other commercial arrangement, including outstanding operational intercompany trade receivables or payables incurred on such basis otherwise as determined by OSG in its sole and (iii) any other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Dateabsolute discretion. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions3.01, in furtherance of the releases and other provisions of Section 6.019.01 hereof, effective as of the Distribution, Cable Company and each other member of Person in the Cable Company Group, on the one hand, and Xxxxxx RBS and each other member of Person in the Xxxxxx RBS Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and or understandings, oral whether or written (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”)not in writing, between such parties or among the Company and any Person in effect or accrued the Company Group, on the one hand, and RBS and any Person in the RBS Group, on the other hand, effective as of the Distribution. No Effective Date and no such terminated Intercompany Agreement agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Distribution Effective Date. The Parties agree that all intercompany accounts receivable, accounts payable and balances arising on or prior to the Effective Date (collectively, “Intercompany Accounts”) between any member of the Company Group and any member of the RBS Group shall be invoiced promptly after the Effective Date and paid within forty-five (45) days of receipt of invoice. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of the first sentence of Section 2.03(a3.01(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and Agreement; (ii) the Ancillary Agreements (and each other Intercompany Agreement agreement or Intercompany Account instrument expressly contemplated by this Agreement Agreement, or any Ancillary Agreement to be entered into by either Party any of the Parties or any other member of its GroupPerson in their respective Groups); (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 agreements, arrangements, commitments or understandings set forth or described on Schedule 3.01(b)(iii); (iv) any In-Scope Arrangements; and (v) any other Intercompany Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution DateEffective Date (collectively, the “Surviving Contracts”). (dc) Each of Xxxxxx Notwithstanding anything in this Agreement to the contrary, in the event the Parties agree in writing that an agreement, arrangement, commitment or understanding terminated pursuant to Section 3.01(a) should have remained in force or effect after the Effective Date, such agreement, arrangement, commitment or understanding shall pursuant to this Section 3.01(c) be deemed a Surviving Contract and Cable each Party shall, and shall at the reasonable request of any other Party, take, or cause their respective Subsidiaries toto be taken, take all such other actions as may be necessary actions to remove each of Cable and Cable’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to effect the close of business on the business day immediately prior to the Distribution Dateforegoing.

Termination of Agreements. (a) Except as set forth in Section 2.03(c2.03(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases and other provisions of Section 6.01, effective as of the Distribution, Cable AOL and each other member of the Cable AOL Group, on the one hand, and Xxxxxx TWX and each other member of the Xxxxxx TWX Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”)written, 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 Account, agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement, arrangement, commitment, understanding 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); , (ii) any existing written Intercompany Agreement agreements, arrangements, commitments or understandings to provide services between a member of the Cable AOL Group, on the one hand, and a member of the Xxxxxx TWX Group, on the other hand, that has have 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 Agreements agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases 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 Xxxxxx Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), 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 after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement 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); (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 Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.03(c) or as otherwise provided by the steps constituting the Internal Transactions2.2(b), in furtherance of the releases and other provisions of Section 6.014.1 hereof, effective as of the Distribution, Cable MOD-PAC and each other member of the Cable MOD-PAC Group, on the one hand, and Xxxxxx Astronics and each other member of the Xxxxxx Astronics Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments and or understandings, oral whether or written (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”)not in writing, between such parties or among MOD-PAC and/or any member of the MOD-PAC Group, on the one hand, and in effect or accrued Astronics and/or any member of the Astronics Group, on the other hand, effective as of the DistributionDistribution Date. No such terminated Intercompany Agreement agreement, arrangement, commitment or Intercompany Account understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Distribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 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) 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 $100,000,000, 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 $100,000,000. (c) The provisions of Section 2.03(a2.2(a) shall not apply to any of the following Intercompany Agreements agreements, arrangements, commitments or Intercompany Accounts understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement agreement or Intercompany Account instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party any of the parties hereto or any other member of its Groupthe members of their respective Groups); (ii) any existing written Intercompany Agreement between agreements, arrangements, commitments or understandings to which any Person other than the parties hereto and their respective Affiliates is 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 party; (iii) any intercompany accounts payable or 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; and (iv) any other Intercompany Agreements agreements, arrangements, commitments or Intercompany Accounts understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (d) Each of Xxxxxx and 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 each case prior to the close of business on the business day immediately prior to the Distribution Date.