Common use of Termination of Intercompany Agreements Clause in Contracts

Termination of Intercompany Agreements. (a) Except as set forth in Section 1.3(b), in furtherance of the releases and other provisions set forth in Article II, TFMC and each member of the TFMC Group, on the one hand, and TEN and each member of the TEN Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts whether or not in writing, between or among TFMC or any member of the TFMC Group, on the one hand, and TEN or any other member of the TEN Group, on the other hand, effective as of the Effective Time, such that, to the extent practicable, all such Intercompany balances and accounts shall be fully settled and no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC or any member of the TFMC Group, on the one hand, and TEN or any member of the TEN Group, on the other hand (other than as set forth in Section 1.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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 1.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Group, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC Financing Arrangements or the TEN Financing Arrangements); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 or otherwise listed or described on Schedule 1.3(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Group is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Group under any such agreements, arrangements, commitments or understandings constitute TEN Assets, TFMC Assets, TEN Liabilities or TFMC Liabilities, they shall be assigned pursuant to Section 1.1(a) to the extent they are not already held by a member of the applicable Group); (iv) any Shared Contracts; and (v) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time.

Termination of Intercompany Agreements. (a) Except as set forth in Section 1.3(b2.3(b), in furtherance Exelon, on behalf of itself and each of the releases other members of the Exelon Group, and other provisions set forth in Article IIConstellation, TFMC on behalf of itself and each member of the TFMC other members of the Constellation Group, on the one hand, and TEN and each member of the TEN Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts whether or not in writing, between or among TFMC or any member of the TFMC Group, on the one hand, and TEN or any other member of the TEN Group, on the other handterminate, effective as of the Effective Time, such that, to the extent practicable, all such Intercompany balances any and accounts shall be fully settled and no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC or any member of the TFMC Group, on the one hand, and TEN or any member of the TEN Group, on the other hand (other than as set forth in Section 1.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunderAgreements. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall Intercompany Agreement will be of any further force or effect from and after the Effective TimeTime and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.4. Each Party shall, at the reasonable request of any other Party, shall take, or cause to be taken, such other any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 1.3(a2.3(a) shall not apply to any of the following agreements, arrangementsincluding any agreements, commitments assignments, assumptions, releases, deeds, instruments and undertakings delivered in connection with any such agreement or understandings its implementation (which agreements and any agreements, assignments, assumptions, releases, deeds, instruments and undertakings delivered in connection with any such agreement or its implementation shall continue to be valid, effective and 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 any of the provisions thereof): a third party and shall no longer be an Intercompany Agreement): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Group, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC Financing Arrangements or the TEN Financing ArrangementsAgreement); ; (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 or otherwise listed or described on Schedule 1.3(b)(ii); Other Agreements; (iii) any agreements entered into by Exelon or an Affiliate thereof and Constellation or an Affiliate thereof in the ordinary course of business related to business operations of Subsidiaries thereof, including: (1) agreements for the delivery, transmission, purchase and sale of natural gas, electricity, capacity, ancillaries, renewable energy certificates (including zero emissions and carbon mitigation credits) and other energy related components and attributes, (2) agreements or arrangements with alternative retail electric suppliers (including consumption, data interchange, reporting, billing, scheduling and coordination arrangements), (3) interconnection agreements, (4) real estate easements, arrangementslicenses, commitments or understandings rights-of-way, leases, subleases, other rights of use, covenants, restrictions, encumbrances and confirmatory deeds, (5) agreements relating to which any Person other than switchyard access, maintenance and responsibilities and (6) the Parties and the members of their respective Group is a party Contracts listed on Schedule X (it being understood that such listing is not intended to the extent that the rights and obligations be exclusive or to define or limit any of the Parties and the members of their respective Group under any such agreements, arrangements, commitments or understandings constitute TEN Assets, TFMC Assets, TEN Liabilities or TFMC Liabilities, they shall be assigned pursuant to Section 1.1(a) to the extent they are not already held by a member of the applicable Grouppreviously listed items); and (iv) any Shared Contractsconfidentiality, non-disclosure agreements, litigation management, joint defense agreements or common interest agreements among any members of either Group; and and (v) any transfer, assignment or conveyance agreement relating to Assets, and any assumption, indemnity or similar agreement relating to Liabilities by or among one or more members of the Exelon Group, on the one hand, and one or more members of the Constellation Group, on the other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Timehand.

Termination of Intercompany Agreements. (a) Except as for the Contracts and other arrangements set forth in Section 1.3(b), in furtherance of the releases and other provisions set forth in Article II, TFMC HD and each member of the TFMC HD Group, on the one hand, and TEN LiveWire and each member of the TEN LiveWire Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts whether or not in writing, between or among TFMC HD or any member of the TFMC HD Group, on the one hand, and TEN LiveWire or any other member of the TEN LiveWire Group, on the other hand, effective as of the Effective Separation Time, such that, to the extent practicable, all such Intercompany balances and accounts shall be fully settled and no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC HD or any member of the TFMC HD Group, on the one hand, and TEN LiveWire or any member of the TEN LiveWire Group, on the other hand (other than as set forth in Section 1.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Separation Time. 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 1.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and any of the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Group, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC Financing Arrangements or the TEN Financing Arrangements); (ii) any the agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 or otherwise listed or described on Schedule 1.3(b)(ii); and (iii) any agreements, arrangements, commitments Shared Contract or understandings to which any Person other than the Parties and the members of their respective Group is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Group under any such agreements, arrangements, commitments or understandings constitute TEN Assets, TFMC Assets, TEN Liabilities or TFMC Liabilities, they shall be assigned pursuant to Section 1.1(a) to the extent they are not already held by a member of the applicable Group); (iv) any Shared Contracts; and (v) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective TimePermit.

Termination of Intercompany Agreements. (a) Except as set forth in Section 1.3(b2.3(b), in furtherance of the releases and other provisions set forth in Article IIIII, TFMC Enovis and each member of the TFMC Enovis Group, on the one hand, and TEN ESAB and each member of the TEN ESAB Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts arising out of Intercompany Indebtedness, whether or not in writing, between or among TFMC Enovis or any member of the TFMC GroupEnovis Group or any entity that shall be a member of the Enovis Group as of the Effective Time, on the one hand, and TEN ESAB or any other member of the TEN ESAB Group, on the other hand, effective as of the Effective Time, such that, to the extent practicable, all such Intercompany balances and accounts shall be fully settled and that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties Enovis shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC Enovis or any member of the TFMC Enovis Group, on the one hand, and TEN ESAB or any member of the TEN ESAB Group, on the other hand (other than as set forth in Section 1.3(b2.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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 1.3(a2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective GroupGroups, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC ESAB Financing Arrangements or the TEN Enovis Financing Arrangements); (ii) any Intercompany balances and accounts arising other than out of Intercompany Indebtedness; (iii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 10 or otherwise listed or described on Schedule 1.3(b)(ii2.3(b)(iii); (iiiiv) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Group Groups is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Group Groups under any such agreements, arrangements, commitments or understandings constitute TEN ESAB Assets, TFMC Enovis Assets, TEN ESAB Liabilities or TFMC Enovis Liabilities, they shall be assigned pursuant to Section 1.1(a2.1(a) to the extent they are not already held by a member of the applicable Group); (ivv) any Shared Contracts; and (vvi) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time. (c) Each Intercompany balance and account (other than such balances and accounts arising out of Intercompany Indebtedness, which are cancelled pursuant to Section 2.3(a)) outstanding immediately prior to the Effective Time shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the Party (or the member of its Group) owing such net amount; provided, however, that any receivable or payable arising pursuant to an agreement, arrangement or understanding described in clauses (i), (ii) or (iv) of Section 2.3(b) shall not be included in such net settlement and shall instead be settled in accordance with the terms of such agreement, arrangement or understanding (but in no event later than ninety (90) days after the Effective Time) by the Party (or the member of its Group) owing such net amount.

Termination of Intercompany Agreements. (a) Except as set forth in Section 1.3(b2.3(b), in furtherance of the releases and other provisions set forth in Article IIIII, TFMC Aptiv and each member of the TFMC Aptiv Group, on the one hand, and TEN Delphi Technologies and each member of the TEN Delphi Technologies Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts arising out of Intercompany Indebtedness, whether or not in writing, between or among TFMC Aptiv or any member of the TFMC GroupAptiv Group or any entity that shall be a member of the Aptiv Group as of the Effective Time, on the one hand, and TEN Delphi Technologies or any other member of the TEN Delphi Technologies Group, on the other hand, effective as of the Effective Time, such that, to the extent practicable, all such Intercompany balances and accounts shall be fully settled and that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties Aptiv shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC Aptiv or any member of the TFMC Aptiv Group, on the one hand, and TEN Delphi Technologies or any member of the TEN Delphi Technologies Group, on the other hand (other than as set forth in Section 1.3(b2.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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 1.3(a2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective GroupGroups, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC Financing Arrangements or the TEN Delphi Technologies Financing Arrangements); (ii) any Trade Intercompany Arrangements or Trade Intercompany Accounts; (iii) any Intercompany balances and accounts arising other than out of Intercompany Indebtedness; (iv) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 10 or otherwise listed or described on Schedule 1.3(b)(ii2.3(b)(iv); (iiiv) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Group Groups is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Group Groups under any such agreements, arrangements, commitments or understandings constitute TEN Delphi Technologies Assets, TFMC Aptiv Assets, TEN Delphi Technologies Liabilities or TFMC Aptiv Liabilities, they shall be assigned pursuant to Section 1.1(a2.1 (a) to the extent they are not already held by a member of the applicable Group); (ivvi) any Shared Contracts; and (vvii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time. (c) Each Intercompany balance and account (other than such balances and accounts arising out of Intercompany Indebtedness, which are cancelled pursuant to Section 2.3(a)) outstanding immediately prior to the Effective Time shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the Party (or the member of its Group) owing such net amount; provided, however, that any receivable or payable arising pursuant to an agreement, arrangement or understanding described in clauses (i), (ii) or (iv) of Section 2.3(b) shall not be included in such net settlement and shall instead be settled in accordance with the terms of such agreement, arrangement or understanding (but in no event later than ninety (90) days after the Effective Time) by the Party (or the member of its Group) owing such net amount.

Termination of Intercompany Agreements. (a) Except as set forth in Section 1.3(b2.3(b), in furtherance of the releases and other provisions set forth in Article IIIII, TFMC Enovis and each member of the TFMC Enovis Group, on the one hand, and TEN ESAB and each member of the TEN ESAB Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts arising out of Intercompany Indebtedness, whether or not in writing, between or among TFMC Enovis or any member of the TFMC GroupEnovis Group or any entity that shall be a member of the Enovis Group as of the Effective Time, on the one hand, and TEN ESAB or any other member of the TEN ESAB Group, on the other hand, effective as of the Effective Time, such that, to the extent practicable, all such Intercompany balances and accounts shall be fully settled and that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as the Parties Enovis shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among TFMC Enovis or any member of the TFMC Enovis Group, on the one hand, and TEN ESAB or any member of the TEN ESAB Group, on the other hand (other than as set forth in Section 1.3(b2.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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 1.3(a2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective GroupGroups, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the TFMC ESAB Financing Arrangements or the TEN Enovis Financing Arrangements); (ii) any Intercompany balances and accounts arising other than out of Intercompany Indebtedness; (iii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the EU Prospectus or the Form F-1 or otherwise listed or described on Schedule 1.3(b)(ii)10; (iiiiv) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Group Groups is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Group Groups under any such agreements, arrangements, commitments or understandings constitute TEN ESAB Assets, TFMC Enovis Assets, TEN ESAB Liabilities or TFMC Enovis Liabilities, they shall be assigned pursuant to Section 1.1(a2.1(a) to the extent they are not already held by a member of the applicable Group); (ivv) any Shared Contracts; and (vvi) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time. (c) Each Intercompany balance and account (other than such balances and accounts arising out of Intercompany Indebtedness, which are cancelled pursuant to Section 2.3(a)) outstanding immediately prior to the Effective Time shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the Party (or the member of its Group) owing such net amount; provided, however, that any receivable or payable arising pursuant to an agreement, arrangement or understanding described in clauses (i), (ii) or (iv) of Section 2.3(b) shall not be included in such net settlement and shall instead be settled in accordance with the terms of such agreement, arrangement or understanding (but in no event later than ninety (90) days after the Effective Time) by the Party (or the member of its Group) owing such net amount.