Common use of Termination of Intercompany Agreements; Settlement of Intercompany Accounts Clause in Contracts

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 1.7(b), FuelsFortrea, on behalf of itself and each other member of the Fuels Fortrea Group, on the one hand, and TechLabcorp, on behalf of itself and each other member of the Tech Labcorp Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, Contracts between or among Fuels Fortrea or any member of the Fuels Fortrea Group, on the one hand, and Tech Labcorp or any member of the Tech Labcorp Group, on the other hand, effective without further action as of the Business Transfer Time, other than this Agreement, the Transaction Documents, the Contracts set forth on Schedule 1.08 and any other Contract expressly contemplated by this Agreement to be entered into or continued by the Parties or any member of their respective Groups. 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, take or cause to be taken, taken such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 1.7(a) Labcorp 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 have caused all of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or Fortrea and any Fuels Entityother member of the Fortrea Group, on the one hand, and Tech Labcorp or any other member of its Subsidiaries (other than Fuels and the Fuels Entities)Labcorp Group, on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will to be netted against each other(i) settled in full in cash or (ii) otherwise cancelled, and terminated or extinguished, in which case the balance will be, without further action, contributed be treated as a contribution to the equity of Fuels capital or distributed to Tech, as a dividend (in the case may beof each of clauses (i) and (ii), with no further liability or obligation thereunder), 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 1.7(b1.8(b), FuelsNewco, on behalf of itself and each other member of the Fuels Newco Group, on the one hand, and TechFox, on behalf of itself and each other member of the Tech GroupFox Group and each Direct Sales Entity (and each Subsidiary of a Direct Sales Entity), on the other hand, hereby terminate any and all Contracts, whether or not in writingwriting and including any guarantee obligations, between or among Fuels or Newco, any member of the Fuels GroupNewco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity), on the one hand, and Tech Fox or any member of the Tech Fox Group, on the other handhand (the “Related Party Agreements”), effective as of the Business Transfer Separation Time. No such Contract (including any provision thereof which purports to survive termination) will shall be of any further force or effect at or after the Business Transfer Separation Time and all parties will shall be released from all Liabilities thereunderthereunder other than the Liability to settle any Intercompany Account as provided in Section 1.7(c). From and after the Separation Time, no member of either Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity) shall have any rights or obligations under any Related Party Agreements, except as specifically provided in: (i) Section 1.7(b) or elsewhere in this Agreement; (ii) the Merger Agreement; or (iii) the Ancillary Agreements. Each Party willshall, 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 shall not apply to any of the following Contracts (or to any of the provisions thereof): (i) this Agreement, the Transaction Merger Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Transaction Merger Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or Parties, any of the members of their respective GroupsGroups or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity)); (ii) any Contracts or Intercompany Accounts solely between or among members of the Newco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity); (iii) any Contracts to which any Person Person, other than the Parties and their respective Affiliates Affiliates, is a Party Party; (it being understood iv) any Contracts between: (i) a Subsidiary of Fox that is in the business of selling or buying products or services to or from third parties and (ii) a member of the Newco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity), and which Contract is related primarily to the extent that provision of such products or services and was or is entered into in the rights ordinary course of business 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))on arm’s-length terms; and (iiiv) any other Contracts that this Agreement, the Transaction Merger Agreement or any Ancillary Agreement expressly contemplates will shall survive the Business Transfer TimeDistribution Date. (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 Each Intercompany Account outstanding immediately prior to the Business Transfer Time Distribution Date will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished (collectivelyin each case with no further liability or obligation, including in respect of Taxes on Newco, any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity)) by the relevant members of the Fox Group, the “Intercompany Accounts”Newco Group and any Direct Sales Entity (and any Subsidiary of a Direct Sales Entity) will be netted against each other, no later than the Distribution Date and the balance will be, without further action, contributed prior to the equity Distribution, in each case in the manner determined by Fox, subject to Ainge’s prior written consent, not to be unreasonably withheld, conditioned or delayed. For the avoidance of Fuels any doubt, any and all Liabilities arising from an Intercompany Account that are not so satisfied and/or settled in full in cash or distributed to Tech, otherwise cancelled and terminated or extinguished as contemplated by this Section 1.7 will constitute Excluded Liabilities for the case may be, such that, as of the Business Transfer Time, there are no Intercompany Accounts outstandingpurposes hereof.

Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 1.7(b), FuelsLova, on behalf of itself and each other member of the Fuels AppLogiq Group, on the one hand, and TechLogiq, on behalf of itself and each other member of the Tech Logiq Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among Fuels Lova or any member of the Fuels AppLogiq Group, on the one hand, and Tech Logiq or any member of the Tech Logiq 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 AppLogiq Assets or Fuels AppLogiq 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 Lova or any Fuels Lova Entity, on the one hand, and Tech Logiq or any of its Subsidiaries (other than Fuels Lova and the Fuels Lova 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 Lova or distributed to TechLogiq, 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 1.7(b), FuelsFortrea, on behalf of itself and each other member of the Fuels Fortrea Group, on the one hand, and TechLabcorp, on behalf of itself and each other member of the Tech Labcorp Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, Contracts between or among Fuels Fortrea or any member of the Fuels Fortrea Group, on the one hand, and Tech Labcorp or any member of the Tech Labcorp Group, on the other hand, effective without further action as of the Business Transfer Time, other than this Agreement, the Transaction Documents, the Contracts set forth on Schedule 1.08 and any other Contract expressly contemplated by this Agreement to be entered into or continued by the Parties or any member of their respective Groups. 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, take or cause to be taken, taken such other actions as may be necessary to effect the foregoing. (ba) The provisions of Section 1.7(a) Labcorp 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 have caused all of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or Fortrea and any Fuels Entityother member of the Fortrea Group, on the one hand, and Tech Labcorp or any other member of its Subsidiaries (other than Fuels and the Fuels Entities)Labcorp Group, on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will to be netted against each other(i) settled in full in cash or (ii) otherwise cancelled, and terminated or extinguished, in which case the balance will be, without further action, contributed be treated as a contribution to the equity of Fuels capital or distributed to Tech, as a dividend (in the case may beof each of clauses (i) and (ii), with no further liability or obligation thereunder), 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 1.7(b), FuelsSpinCo, on behalf of itself and each other member of the Fuels LW Group, on the one hand, and TechConAgra, on behalf of itself and each other member of the Tech ConAgra Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, Contracts between or among Fuels SpinCo or any member of the Fuels LW Group, on the one hand, and Tech ConAgra or any member of the Tech ConAgra Group, on the other hand, effective without further action as of the Business Transfer Time, other than this Agreement, the Transaction Documents, the Ancillary Agreements and any other Contract expressly contemplated by this Agreement to be entered into or continued by the Parties or any member of their respective Groups. 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) ConAgra 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 have caused all of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or SpinCo and any Fuels Entityother member of the LW Group, on the one hand, and Tech ConAgra or any other member of its Subsidiaries (other than Fuels and the Fuels Entities)ConAgra Group, on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will to be netted against each other(i) settled in full in cash or (ii) otherwise cancelled, and terminated or extinguished, in which case the balance will be, without further action, contributed be treated as a contribution to the equity of Fuels capital or distributed to Tech, as a dividend (in the case may beof each of clauses (i) and (ii), with no further liability or obligation thereunder), such that, as of the Business Transfer Time, there are no Intercompany Accounts outstanding. (c) From and after the date hereof, SpinCo will substitute those bonds, guaranties, letters of credit, indemnities, assurances, comfort letters and other arrangements similar to the foregoing issued by any member of the ConAgra Group (other than a member of the LW Group) in support of the LW Business set forth on Schedule 1.07(c) (collectively, “ConAgra Support Arrangements”) for bonds, guaranties, letters of credit, indemnities, assurances, comfort letters or such similar arrangements issued by one or more members of the LW Group, such arrangements to be effective as of the Business Transfer Time (or, if not in place as of the Business Transfer Time, as promptly as reasonably practicable thereafter). Such substitution shall include the assumption by SpinCo of, and the release of ConAgra and the members of the ConAgra Group of all of their respective obligations under, each of the ConAgra Support Arrangements.

Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 1.7(b), FuelsSpinCo, on behalf of itself and each other member of the Fuels LW Group, on the one hand, and TechConAgra, on behalf of itself and each other member of the Tech ConAgra Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, Contracts between or among Fuels SpinCo or any member of the Fuels LW Group, on the one hand, and Tech ConAgra or any member of the Tech ConAgra Group, on the other hand, effective without further action as of the Business Transfer Time, other than this Agreement, the Transaction Documents, and any other Contract expressly contemplated by this Agreement to be entered into or continued by the Parties or any member of their respective Groups. 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) ConAgra 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 have caused all of the intercompany receivables, payables, loans and other accounts, rights and Liabilities between Fuels or SpinCo and any Fuels Entityother member of the LW Group, on the one hand, and Tech ConAgra or any other member of its Subsidiaries (other than Fuels and the Fuels Entities)ConAgra Group, on the other hand, in existence as of immediately prior to the Business Transfer Time (collectively, the “Intercompany Accounts”) will to be netted against each other(i) settled in full in cash or (ii) otherwise cancelled, and terminated or extinguished, in which case the balance will be, without further action, contributed be treated as a contribution to the equity of Fuels capital or distributed to Tech, as a dividend (in the case may beof each of clauses (i) and (ii), with no further liability or obligation thereunder), such that, as of the Business Transfer Time, there are no Intercompany Accounts outstanding. (c) From and after the date hereof, SpinCo will substitute those bonds, guaranties, letters of credit, indemnities, assurances, comfort letters and other arrangements similar to the foregoing issued by any member of the ConAgra Group (other than a member of the LW Group) in support of the LW Business set forth on Schedule 1.07(c) (collectively, “ConAgra Support Arrangements”) for bonds, guaranties, letters of credit, indemnities, assurances, comfort letters or such similar arrangements issued by one or more members of the LW Group, such arrangements to be effective as of the Effective Time (or, if not in place as of the Effective Time, as promptly as reasonably practicable thereafter). Such substitution shall include the assumption by SpinCo of, and the release of ConAgra and the members of the ConAgra Group of all of their respective obligations under, each of the ConAgra Support Arrangements.

Termination of Intercompany Agreements; Settlement of Intercompany Accounts. (a) Except as set forth in Section 1.7(b1.8(b) and Section 1.8(c), FuelsFolgers, on behalf of itself and each other member of the Fuels Folgers Group, on the one hand, and TechParent, on behalf of itself and each other member of the Tech Parent Group, on the other hand, hereby terminate any and all Contracts, whether or not in writing, between or among Fuels Folgers or any member of the Fuels Folgers Group, on the one hand, and Tech Parent or any member of the Tech Parent 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 shall 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(a1.8(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 Folgers Assets or Fuels Folgers Liabilities, they will be Conveyed pursuant to Sections 1.1 Section 1.2 or 1.2 1.3 or allocated pursuant to Section 1.7(c1.8(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 accounts between Fuels Folgers or any Fuels Folgers Entity, on the one hand, and Tech Parent or any of its Subsidiaries (other than Fuels tha Folgers and the Fuels Folgers 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.the