Common use of Termination of Existing Intercompany Agreements Clause in Contracts

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 No later than the Effective Time, except as otherwise provided or contemplated by this Agreement, Agreement and the Transaction Agreements or as set forth on Schedule 3.5Agreements, 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 3.2 shall not terminate or affect this Agreement, the Exchange Agent Agreement or any Transaction Agreement. If any Intercompany Agreement, intercompany arrangement or course of dealings is terminated pursuant to this Section 3.5 3.2 and, but for the mistake or oversight of either party heretoany Party, would have been listed on Schedule 3.5exempted from this provision and not so terminated, then, at the request of Fortune Brands Xxxx Xxx or Cabinets CoffeeCo made within 12 months following the Distribution Date, the relevant Parties shall consider negotiate 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, and the terms and conditions upon which the Parties may continue with respect thereto.

Termination of Existing Intercompany Agreements. Except as otherwise provided or contemplated by this Agreement, the Transaction Agreements or as set forth on Schedule 3.53.4, 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 3.4 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 3.4 and, but for the mistake or oversight of either party hereto, would have been listed on Schedule 3.53.4, then, at the request of Fortune Brands or Cabinets H&S made within 12 months following the Distribution Date, the relevant Parties shall consider negotiate 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, and the terms and conditions upon which the Parties may continue with respect thereto.

Termination of Existing Intercompany Agreements. Except No later than the Effective Time, except as otherwise provided or contemplated by this Agreement, Agreement and the Transaction Agreements or as set forth on Schedule 3.5Agreements, 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 3.2 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 3.2 and, but for the mistake or oversight of either party heretoany Party, would have been listed on Schedule 3.5exempted from this provision and not so terminated, then, at the request of Fortune Brands Xxxx Xxx or Cabinets CoffeeCo made within 12 months following the Distribution Date, the relevant Parties shall consider negotiate 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, and the terms and conditions upon which the Parties may continue with respect thereto.

Termination of Existing Intercompany Agreements. Except as otherwise provided or contemplated by this Agreement, the Transaction Operating Agreements, Merchant Alliance Agreements or as set forth on Schedule 3.53.4, 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 Distribution, shall be terminated and be of no further force and effect from and after the Effective TimeDistribution; provided, however, provided that, for the avoidance of doubt, this Section 3.5 3.4 shall not terminate or affect this Agreement, any Operating Agreement or any Transaction Merchant Alliance Agreement. If If, as a result of mistake or oversight, any Intercompany Agreement, intercompany arrangement or and/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 3.53.4, then, at the request of Fortune Brands First Data or Cabinets made within 12 months following the Distribution DateWestern Union, the relevant Parties shall consider negotiate in good faith after the Distribution to determine whether, notwithstanding such termination, such Intercompany Agreement, intercompany arrangement or and/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, and the terms and conditions upon which the Parties may continue with respect thereto.