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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (BBX Capital Corp), Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Florida LLC)
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 CapitalSpinCo, on behalf of itself and each other member of the New BBX Capital SpinCo Group, on the one hand, and ParentCogint, on behalf of itself and each other member of the Parent Cogint Group, on the other hand, shall terminate, effective as of the Effective Business Transfer Time, any and all Intercompany Agreements as to such partiesAgreements. 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 Business Transfer 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Cogint, Inc.), Separation and Distribution Agreement (Red Violet, Inc.)