Common use of Termination of Intercompany Agreements Clause in Contracts

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b), DevCo, on behalf of itself and each of the other members of the DevCo Group, and SpinCo, on behalf of itself and each of the other members of the SpinCo Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoNewcastle, on behalf of itself and each of the other members of the DevCo Newcastle Group, and SpinCoNew Residential, on behalf of itself and each of the other members of the SpinCo New Residential Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the Manager; and (iii) any agreement listed or described on Section 2.2(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b), DevCoEnsign, on behalf of itself and each of the other members of the DevCo Ensign Group, and SpinCoPennant, on behalf of itself and each of the other members of the SpinCo Pennant Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) 2.4 shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) any agreements entered into by Ensign or an Affiliate thereof and Pennant or an Affiliate thereof in the agreements listed on Schedule 2.4(b)(ii)ordinary course of business related to business operations of Subsidiaries thereof; and (iii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoFTAI, on behalf of itself and each of the other members of the DevCo FTAI Group, and SpinCoFTAI Infrastructure, on behalf of itself and each of the other members of the SpinCo FTAI Infrastructure Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the Manager; and (iii) any agreement listed or described on Section 2.2(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoHoldings, on behalf of itself and each of the other members of the DevCo Matson Group, and SpinCoNew A&B, on behalf of itself and each of the other members of the SpinCo A&B Group, hereby terminate, effective as of the Effective Distribution Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Distribution Time and all Parties parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group; and (iii) any agreement listed or described on Section 2.2(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b), DevCoWPC, on behalf of itself and each of the other members of the DevCo WPC Group, and SpinCoNLOP, on behalf of itself and each of the other members of the SpinCo NLOP Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.4. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the NLOP Advisors; and (iii) any agreement listed or described on Section 2.4(b) of the Disclosure Schedule.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.3(b), DevCoSRC, on behalf of itself and each of the other members of the DevCo SRC Group, and SpinCoSMTA, on behalf of itself and each of the other members of the SpinCo SMTA Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.4. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.3(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the SMTA Manager; and (iii) any agreement listed or described on Section 2.3(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.3(b), DevCoInvenTrust, on behalf of itself and each of the other members of the DevCo InvenTrust Group, and SpinCoHighlands, on behalf of itself and each of the other members of the SpinCo Highlands Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.4. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.3(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement);, if any; and (ii) the agreements listed or described on Schedule 2.4(b)(ii2.3(b); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b), DevCoHCP, on behalf of itself and each of the other members of the DevCo HCP Group, and SpinCoQCP, on behalf of itself and each of the other members of the SpinCo QCP Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iiiii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.3(b), DevCoSTWD, on behalf of itself and each of the other members of the DevCo STWD Group, and SpinCoSWAY, on behalf of itself and each of the other members of the SpinCo SWAY Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.4. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.3(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the SPT Manager or SWAY Manager; and (iii) any agreement listed or described on Section 2.3(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.5(b), DevCoInland American, on behalf of itself and each of the other members of the DevCo Group, Inland American Group and SpinCoXenia, on behalf of itself and each of the other members of the SpinCo Xenia Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.6. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.5(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement);, if any; and (ii) the agreements listed or described on Schedule 2.4(b)(ii2.5(b); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoNHF, on behalf of itself and each of the other members of the DevCo NHF Group, and SpinCoNXRT, on behalf of itself and each of the other members of the SpinCo NXRT Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii), if any; and (iiiii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the Adviser.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoNewcastle, on behalf of itself and each of the other members of the DevCo Newcastle Group, and SpinCoNew Senior, on behalf of itself and each of the other members of the SpinCo New Senior Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the Manager; and (iii) any agreement listed or described on Section 2.2(b) of the Disclosure Schedule, if any.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.4(a), DevCoEnsign, on behalf of itself and each of the other members of the DevCo Ensign Group, and SpinCoCareTrust, on behalf of itself and each of the other members of the SpinCo CareTrust Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) 2.4 shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iiiii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoHEI, on behalf of itself and each of the other members of the DevCo Utility Group, and SpinCoASB Hawaii, on behalf of itself and each of the other members of the SpinCo Bank Group, hereby terminate, effective as of the Effective Distribution Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement (including any provision thereof which purports to survive termination) will be of any further force or effect from and after the Effective Distribution Time and all Parties parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iiiii) any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.4(a), DevCoEnsign, on behalf of itself and each of the other members of the DevCo Ensign Group, and SpinCoCareTrust, on behalf of itself and each of the other members of the SpinCo CareTrust Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) 2.4 shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iiiii) any confidentiality or non-disclosure agreements among any members of either Group.

Termination of Intercompany Agreements. (a) Except as set forth in Section 2.4(b2.2(b), DevCoNewcastle, on behalf of itself and each of the other members of the DevCo Newcastle Group, and SpinCoNew Senior, on behalf of itself and each of the other members of the SpinCo New Senior Group, hereby terminate, effective as of the 1076789.07-NYCSR03A - MSW Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.52.3. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any; (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either GroupGroup or employees of the Manager; and (iii) any agreement listed or described on Section 2.2(b) of the Disclosure Schedule, if any.