Termination of Existing Intercompany Agreements. Except as otherwise provided or contemplated by this Agreement, the Transaction Agreements or as set forth on Schedule 3.5, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution shall be terminated and be of no further force and effect from and after the Effective Time; provided, however, that, for the avoidance of doubt, this Section 3.5 shall not terminate or affect this Agreement or any Transaction Agreement. If any Intercompany Agreement, intercompany arrangement or course of dealings is terminated pursuant to this Section 3.5 and, but for the mistake or oversight of either party hereto, would have been listed on Schedule 3.5, then, at the request of Fortune Brands or Cabinets made within 12 months following the Distribution Date, the relevant Parties shall consider in good faith after the Distribution to determine whether, notwithstanding such termination, such Intercompany Agreement, intercompany arrangement or course of dealings should continue following the Effective Time and, if the Parties agree that such Intercompany Agreement, intercompany arrangement or course of dealing should continue, the terms and conditions upon which the Parties may continue with respect thereto.
Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in this Agreement, the Operating Agreements or as set forth on Schedule 2.6 and except for all receivables and payables accrued in the ordinary course of business of the Xxxxxxxx-Xxxxx Parties and the Halyard Parties, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Effective Time, shall be terminated and be of no further force and effect from and after the Effective Time.
Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in this Agreement, the Operating Agreements or the agreements set forth on Schedule 4.5, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.
Termination of Existing Intercompany Agreements. Except for this Agreement and the Ancillary Agreements and as otherwise expressly provided in this Agreement, the Ancillary Agreements or as set forth on Schedule 2.7, all Intercompany Agreements and all other intercompany arrangements and courses of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.
Termination of Existing Intercompany Agreements. (a) Except as set forth in Section 3.03(b), all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution. If, as a result of mistake or oversight, any Intercompany Agreement, intercompany arrangement and/or course of dealings is terminated and cancelled pursuant to this Section 3.03, then, at the request of Ralcorp or Post, the Parties shall negotiate in good faith after the Distribution to determine whether, notwithstanding such termination and cancellation, such Intercompany Agreement, intercompany arrangement and/or course of dealings should continue following the Effective Time and the terms and conditions upon which the Parties may continue with respect thereto.
(b) The provisions of Section 3.03(a) shall not apply to any of the following (or to any provisions thereof):
(i) this Agreement and the Transaction Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Transaction Agreement to be entered into by any of the Post Parties and any of the Ralcorp Parties);
(ii) any other Contracts that this Agreement or any Transaction Agreement expressly contemplates will survive the Distribution;
(iii) any confidentiality or non-disclosure agreements among any of the Post Parties and any of the Ralcorp Parties or employees of either of them, including any obligation not to disclose proprietary or privileged information;
(iv) all payables and receivables accrued and unpaid in the ordinary course of business of the Ralcorp Parties and the Post Parties pursuant to the Commercial Agreements prior to the Effective Time; or
(v) any Contracts listed or described on Schedule 3.03(b).
Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in (i) this Agreement or (ii) the Operating Agreements, or as set forth on Schedule 3.4, and except for all payables and receivables accrued and unpaid in the ordinary course of business of the Marathon Oil Parties and the Marathon Petroleum Parties pursuant to the Commercial Agreements prior to the Effective Time, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect after the Contribution and immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution; provided that, for the avoidance of doubt, this Section 3.4 shall not terminate or affect this Agreement or any Operating Agreement. If, as a result of mistake or oversight, any Intercompany Agreement, intercompany arrangement and/or course of dealings is terminated and cancelled pursuant to this Section 3.4, then, at the request of Marathon Oil or Marathon Petroleum, the Parties shall negotiate in good faith after the Distribution to determine whether, notwithstanding such termination and cancellation, such Intercompany Agreement, intercompany arrangement and/or course of dealings should continue following the Effective Time and the terms and conditions upon which the Parties may continue with respect thereto.
Termination of Existing Intercompany Agreements. Except as otherwise contemplated by this Agreement, all agreements between Xxxx or its Subsidiaries on one hand and Xxxx Publishing or its subsidiaries on the other hand relating primarily to the Newspaper Publishing Business and Graylink Wireless Business, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.
Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in this Agreement, the Operating Agreements, the Stockholders Agreement or as set forth on Schedule 2.5, and except for all receivables accrued in the ordinary course of business of the Dxxx Parties and TreeHouse, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.
Termination of Existing Intercompany Agreements. Except as otherwise contemplated by this Agreement, all agreements between TFS and Brillian and all other intercompany arrangements and courses of dealing, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.
Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in this Agreement or in the Operating Agreements, each Intercompany Agreement or intercompany arrangement and course of dealing, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution, may be terminated by either party thereto after the Distribution upon thirty days written notice to the other party and, except to the extent the parties shall otherwise agree in writing, shall be terminated and be of no further force and effect from and after January 1, 2003.
