Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 1.7(b), Fuels, on behalf of itself and each other member of the Fuels Group, on the one hand, and Tech, on behalf of itself and each other member of the Tech Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among Fuels or any member of the Fuels Group, on the one hand, and Tech or any member of the Tech Group, on the other hand, effective as of the Business Transfer Time. No such Contract (including any provision thereof which purports to survive termination) will be of any further force or effect after the Business Transfer Time and all parties will be released from all Liabilities thereunder. Each Party will, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
(b) The provisions of Section 1.7(a) will not apply to any of the following Contracts (or to any of the provisions thereof):
(i) this Agreement, the Transaction Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Transaction Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);
(ii) any Contracts to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that to the extent that the rights and Liabilities of the Parties and the members of their respective Groups under any such Contracts constitute Fuels Assets or Fuels Liabilities, they will be Conveyed pursuant to Sections 1.1 or 1.2 or allocated pursuant to Section 1.7(c)); and
(iii) any other Contracts that this Agreement, the Transaction Agreement or any Ancillary Agreement expressly contemplates will survive the Business Transfer Time.
(c) All of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or any Fuels Entity, on the one hand, and Tech or any of its Subsidiaries (other than Fuels and the Fuels Entities), on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will be netted against each other, and the balance will be, without further action, contributed to the equity of Fuels or distributed to Tech, as the case may be, such that, as of the Business Transfer Time, there are no Intercompany Accounts outstanding.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 2.3(b) and Section 2.3(c), New BBX Capital, on behalf of itself and each other member of the New BBX Capital Group, on the one hand, and Parent, on behalf of itself and each other member of the Parent Group, on the other hand, shall terminate, effective as of the Effective Time, any and all Intercompany Agreements as to such parties. No such terminated Intercompany Agreement (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time and all parties shall be released from all Liabilities thereunder. 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 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 such Intercompany Agreements.
(b) The provisions of Section 2.3(a) shall not apply to any Contracts to which any Person other than the Parties and their respective Affiliates is a party or to any non-competition, non-solicitation, non-disparagement or confidentiality agreements or covenants among any Parent Entity, any New BBX Capital Entity and any of their respective employees or by any such employees in favor of any Parent Entity or any New BBX Capital Entity, in each case, including any obligation not to disclose proprietary or privileged information.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 3.09(b), TransCo, on behalf of itself and each other member of the TransCo Group, on the one hand, and Entergy, on behalf of itself and each other member of the Entergy Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among TransCo or any member of the TransCo Group, on the one hand, and Entergy or any member of the Entergy Group, on the other hand (the “Related Party Agreements”), effective as of the Distribution Date. No such Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect at or after the Distribution Date and all parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Account as provided in Section 3.09(c). From and after the Distribution Date, no member of either Group shall have any rights or obligations under any Related Party Agreements, except as specifically provided in Schedule 3.09(b), in this Agreement, in the Merger Agreement or the Ancillary Agreements. 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 foregoing.
(b) The provisions of Section 3.09(a) shall not apply to any of the following Contracts (or to any of the provisions thereof):
(i) this Agreement, the Merger Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);
(ii) any Contracts to which any Person other than the Parties and their respective Affiliates is a Party; and
(iii) any other Contracts that this Agreement, the Merger Agreement or any Ancillary Agreement expressly contemplates shall survive the Distribution Date.
(c) Each Intercompany Account outstanding immediately prior to the Distribution Date, other than those set forth on Schedule 3.09(c), will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished (in each case with no further liability or obligation, including in respect of Taxes on ITC or any member of the TransCo Group) by the relevant members of the Entergy Group and the TransCo Group no later than the Distribution Date and prior to the Distribution, in each case in the manner agreed to by the Parties (including, fo...
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 1.7(b), Wimbledon, on behalf of itself and each other member of the Wimbledon Group, on the one hand, and Parent, on behalf of itself and each other member of the Parent Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among Wimbledon or any member of the Wimbledon Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, effective as of the Business Transfer Time; provided, however, that the Wimbledon Group may borrow money under the Wimbledon Credit Documents up to the amount of the Recapitalization Amount if necessary or desirable to (i) terminate any such Contracts as contemplated by this Section 1.7(a) or (ii) net or settle Intercompany Accounts as contemplated by Section 1.7(c). No such Contract (including any provision thereof which purports to survive termination) will be of any further force or effect after the Business Transfer Time and all parties will be released from all Liabilities thereunder. Each Party will, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
(b) The provisions of Section 1.7(a) will not apply to any of the following Contracts (or to any of the provisions thereof):
(i) this Agreement, the Transaction Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Transaction Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);
(ii) any Contracts to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that to the extent that the rights and Liabilities of the Parties and the members of their respective Groups under any such Contracts constitute Wimbledon Assets or Wimbledon Liabilities, they will be Conveyed pursuant to Sections 1.1 or 1.2 or allocated pursuant to Section 1.7(c)); and
(iii) any other Contracts that this Agreement, the Transaction Agreement or any Ancillary Agreement expressly contemplates will survive the Business Transfer Time.
(c) All of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Wimbledon or any Wimbledon Entity, on the one hand, and Parent or any of its Subsidiaries (other than Wimbledon and the Wimbledon Entities), on the other hand, in existence as of immediately p...
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) SplitCo, on behalf of itself and each other member of the Galleria Group, on the one hand, and Parent, on behalf of itself and each other member of the Parent Group, on the other hand, hereby terminate any and all Contracts between or among SplitCo or any member of the Galleria Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, effective without further action as of the Business Transfer Time. No such Contract (including any provision thereof which purports to survive termination) will be of any further force or effect after the Business Transfer Time and all parties will be released from all Liabilities thereunder. Each Party will, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
(b) Parent will cause all of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between SplitCo and any other member of the Galleria Group, on the one hand, and Parent or any other member of the Parent Group, on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) to be settled such that, as of the Business Transfer Time, there are no Intercompany Accounts outstanding.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 3.09(b), TransCo, on behalf of itself and each other member of the TransCo Group, on the one hand, and Entergy, on behalf of itself and each other member of the Entergy Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among TransCo or any member of the TransCo Group, on the one hand, and Entergy or any member of the Entergy Group, on the other hand (the “Related Party Agreements”), effective as of the Distribution Date. No such Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect at or after the Distribution Date and all parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Account as provided in Section 3.09(c). From and after the Distribution Date, no member of either Group shall have any rights or obligations under any Related Party Agreements, except as specifically provided in Schedule 3.09(b), in this Agreement, in the Merger Agreement or the Ancillary Agreements. 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 foregoing.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except for (i) the Transitional Agreements and any other Contract expressly contemplated herein or in the Transitional Agreements to be executed and delivered at the Closing and (ii) any Charter between CMTC, or Affiliates of CMTC, and any member of the SpinCo Group in effect as of the Spin-off Effective Time, subject to the conditions and the terms of this Agreement, the following will apply with respect to Intercompany Agreements:
(i) Citadel will procure that, insofar as the SpinCo Vessels are concerned, the Existing Management Agreements are terminated in accordance with their terms effective immediately prior to the Spin-Off Effective Time. Any rights or obligations (including any indemnification obligation) of any member of the Citadel Group surviving such termination pursuant to the terms of the Existing Management Agreements, as the case may be, will be deemed, to the extent that they relate to the SpinCo Vessels, to be SpinCo Assets and SpinCo Liabilities, respectively. SpinCo will enter into the Transitional Agreements consisting of the Management and Services Agreement, the Commercial Management Agreement and the Standard Ship Management Agreement, each in substantially the form attached as Exhibit H, effective upon the Spin-Off Effective Time.
(ii) SpinCo (on behalf of itself and each other member of the SpinCo Group), on the one hand, and Citadel (on behalf of itself and each other member of the Citadel Group other than the SpinCo Group), on the other hand, hereby terminate any and all Contracts between or among SpinCo or any member of the SpinCo Group, on the one hand, and Citadel or any member of the Citadel Group other than the SpinCo Group, on the other hand, effective as of the Lockbox Date (such contracts, together with the Existing Management Agreements, the “Intercompany Agreements”).
(iii) All Intercompany Accounts arising in respect of the Intercompany Agreements will be settled in accordance with Section 1.08(b).
(b) Subject to the terms and conditions of this Agreement, the following arrangements will apply to Intercompany Accounts:
(i) All Intercompany Accounts due to the Manager of the SpinCo Vessels under the Existing Management Agreements as at the Lockbox Date will be deemed to be SpinCo Current Liabilities payable by Citadel in accordance with Section 1.09(d)(iii).
(ii) All other Intercompany Accounts as at the Lockbox Date, if any, will be deemed to be settled, eliminated or cancelled.
(iii) All Intercompany Accounts due...
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Seller shall (and shall take any and all actions necessary to) terminate any Contract between the Business, on the one hand, and the Retained Business, on the other hand (each of the foregoing Contracts, a “Business Intercompany Contract”), except (x) for those Contracts listed in Section 5.05(a) of the Disclosure Schedule and the Transactions Documents and (y) such agreements expressly provided in or expressly contemplated by the Transaction Documents.
(b) Seller shall take all actions necessary to cancel, pay or otherwise settle all intercompany balances between the Business, on the one hand, and the Retained Business, on the other hand, in existence as of immediately prior to the Closing (collectively, the “Intercompany Accounts”) to be settled such that, as of the Closing, there are no Intercompany Accounts outstanding, except for those Intercompany Accounts set forth in Section 5.05(b) of the Disclosure Schedule.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Effective as of the Closing, Sellers shall terminate, and cause their Affiliates (including the Company) to terminate any and all intercompany Contracts and other arrangements (other than those set forth on Section 5.7(a) of the Sellers Disclosure Schedule), whether or not in writing, between or among any Seller or its Affiliates (other than the Company), on the one hand, and the Company, on the other hand (the “Intercompany Agreements”) and, effective as of the Closing, such Intercompany Agreements shall not have any further force or effect from the Closing. The termination of each such Intercompany Agreement shall be (a) without any fee, penalty or other payment by the Company and (b) without survival of any rights or obligations (including any provision expressed or intended to survive the termination of such agreement), including any Liability that has accrued prior to such termination.
(b) Effective as of the Closing, the intercompany accounts and intercompany indebtedness between or among any Seller and their Affiliates (excluding the Company), on the one hand, and the Company, on the other hand, shall be settled in full.
Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Effective as of the Closing, Seller shall, subject to the Transition Plan, terminate and cause its Affiliates (including the Acquired Companies) to terminate any and all intercompany Contracts and other arrangements (other than those set forth on Section 6.8a) of the Seller Disclosure Schedules), whether or not in writing, between or among any of Seller or its Affiliates (other than the Acquired Companies), on the one hand, and any Acquired Company, on the other hand (the “Intercompany Agreements”) and, effective as of the Closing, such Intercompany Agreements shall not have any further force or effect from the Closing. The termination of each such Intercompany Agreement shall be (a) without any fee, penalty or other payment by an Acquired Company and (b) without survival of any rights or obligations (including any provision expressed or intended to survive the termination of such agreement), including any Liability that has accrued prior to such termination.
(b) Effective as of the Closing, the intercompany accounts and intercompany indebtedness between or among any of Seller and its Affiliates (excluding the Acquired Companies), on the one hand, and any Acquired Company, on the other hand, shall be settled in full.
(c) Prior to the Closing, Seller shall, or shall cause one of its Affiliates to, (i) waive any right Seller or any of its Affiliates may have to terminate the Excess of Loss Reinsurance Agreement in connection with the transactions contemplated by this Agreement, including as a result of any change of control, and shall provide evidence to Buyer of such waiver in form and substance reasonably satisfactory to Buyer, (ii) give written notice to SIBL of its request to commute the Excess of Loss Reinsurance Agreement for underwriting years 2015 and prior, (iii) commute the Excess of Loss Reinsurance Agreement for underwriting years 2015 and prior and refund the premiums paid for the Excess of Loss Reinsurance Agreement for underwriting years 2015 and prior in accordance with Section 6.8c) of the Seller Disclosure Schedules and (iv) terminate the Excess of Loss Reinsurance Agreement with respect to policies written after the Valuation Date (including, as part of such termination, unwinding any experience thereunder from the Valuation Date through Closing).
(d) Prior to the Closing, Seller shall, or shall cause one of its Affiliates to, amend the Excess of Loss Reinsurance Agreement to (i) give effect to that certain amendment thereof dated Janu...
