Common use of Termination of Intercompany Agreements Clause in Contracts

Termination of Intercompany Agreements. Except as otherwise contemplated by this Agreement or the Ancillary Agreements, Seller shall, and shall cause its Affiliates to, effective upon the Closing, execute and deliver such releases, termination agreements and discharges as are necessary to terminate, eliminate and release, as applicable (by way of capital contribution, cash settlement or otherwise), each of the arrangements, commitments, receivables, payables, claims, demands, rights, loans and Contracts between any Transferred Subsidiary, on the one hand, and Seller or any of its Affiliates (other than a Transferred Subsidiary), on the other hand, other than those that are set forth in Section 5.10 of the Seller Disclosure Letter and other than payables and receivables for goods and services bought and sold in the ordinary course of business (collectively, “Terminating Intercompany Agreements”). Seller shall and shall cause its Affiliates (other than the Transferred Subsidiaries), on the one hand, to and Buyer shall cause its Affiliates (including the Transferred Subsidiaries), on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, losses, liabilities or other rights arising under any Terminating Intercompany Agreement (including such claims, causes of action, losses, liabilities or other rights that may arise as a result of the termination of such Terminating Intercompany Agreement), other than as set forth in Section 5.10 of the Seller Disclosure Letter. Nothing in this Section 5.10 shall require Seller to, and Seller shall not without Buyer’s consent, terminate or cancel any intercompany obligations exclusively between or among any of the Transferred Subsidiaries. If a Terminating Intercompany Agreement is not paid and satisfied on or prior to the Closing Date, as promptly as practicable following the Closing (or as promptly as practicable as such outstanding Terminating Intercompany Agreement is identified) the parties will return each party to the same economic position such party would have been in had such Terminating Intercompany Agreement been paid and satisfied on or prior to the Closing Date.

Termination of Intercompany Agreements. Except as otherwise contemplated by this Agreement or the Ancillary (a) The parties hereby agree that all Intercompany Agreements, Seller shallother than those set forth in Section 5.2(a) of the Disclosure Letter, shall be terminated in their entirety immediately prior to the Closing and shall be without further force and effect, all amounts owed pursuant to such Intercompany Agreements shall be canceled (except as provided in Section 5.2(d)), and no party thereto (nor any of their respective successors in interest) shall have any further rights, duties, liabilities or obligations of any nature whatsoever with respect to, in connection with or otherwise arising under the Intercompany Agreements (except as provided in Section 5.2(d)). Each of the parties hereby agrees to, and shall cause its Affiliates Affiliates, officers and directors to, effective upon the Closing, execute and deliver from time to time such releases, termination agreements and discharges as are documents or other assurances reasonably necessary to terminatecarry out the termination provided in this Section 5.2(a). (b) The parties hereby acknowledge and agree that one or more of the Seller-Vendor Agreements and the Company-Vendor Agreements may be terminated with respect to the Company in accordance with their respective terms at any time at or after Closing; provided, eliminate and release, as applicable (by way of capital contribution, cash settlement or otherwise)however, each of Seller and the arrangementsCompany agree not to take any action to terminate any such agreement without first providing the other party with at least twenty (20) days prior written notice of such termination. (c) Notwithstanding the foregoing, commitmentsSeller agrees not to terminate at Closing and shall continue in full force and effect (i) for a period of thirty (30) days after Closing those surety bonds listed in Section 5.2(c) of the Disclosure Letter and (ii) for a period of ten (10) Business Days after Closing the letter of credit listed in Section 5.2(c) of the Disclosure Letter. The Company shall replace such surety bonds and letter of credit within the applicable period set forth in this Section 5.2(c) in accordance with the underlying agreement requiring the posting of such bonds or letter of credit. In the event any third party draws down on such letters of credit or surety bonds before the same are replaced by the Company, receivablesthe Company shall promptly reimburse Seller for any amounts drawn and, payablesif the Company fails to do so, claims, demands, rights, loans and Contracts between Seller shall be entitled to set-off any Transferred Subsidiary, on such amounts against amounts owed by Seller to the one hand, and Seller Company or any of its Affiliates affiliates under any Ancillary Document. (other than a Transferred Subsidiary), on the other hand, other than those that are set forth in Section 5.10 of the Seller Disclosure Letter and other than payables and receivables for goods and services bought and sold d) Notwithstanding anything contained herein or in the ordinary course Mesaba/Delta Mutual Release, in consideration and full satisfaction of business (collectively, “Terminating Intercompany Agreements”). all amounts owed by Seller shall and shall cause its Affiliates (other than to the Transferred Subsidiaries), on Company with respect to regional airline services provided by the one hand, Company to and Buyer shall cause its Affiliates (including the Transferred Subsidiaries), on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, losses, liabilities or other rights arising under any Terminating Intercompany Agreement (including such claims, causes of action, losses, liabilities or other rights that may arise as a result of the termination of such Terminating Intercompany Agreement), other than as set forth in Section 5.10 of the Seller Disclosure Letter. Nothing in this Section 5.10 shall require Seller to, and Seller shall not without Buyer’s consent, terminate or cancel any intercompany obligations exclusively between or among any of the Transferred Subsidiaries. If a Terminating Intercompany Agreement is not paid and satisfied on or prior to the Closing DateDate in accordance with and subject to the terms, conditions and provisions of that certain Second Amended and Restated Airline Services Agreement dated as promptly of January 12, 2009 between Seller (as practicable following successor by merger to Northwest Airlines, Inc. (“Northwest”)) and the Closing Company, (i) Seller hereby agrees to pay to the Company an amount equal to ***, which amount shall be made on or as promptly as practicable as such outstanding Terminating Intercompany Agreement is identifiedbefore July 7, 2010, and (ii) the parties will return each party Company agrees to pay to Seller (if and when received) any amounts received by the same economic position such party Company with respect to revenues derived from flights operated by the Company prior to Closing, provided that Seller would have been entitled to receipt of such amounts had the CRJ-200 ASA, the CRJ-900-M DCA or the Saab 340 DCA (as applicable) been in had such Terminating Intercompany Agreement been paid and satisfied on or effect prior to the Closing Date.

Termination of Intercompany Agreements. (a) Except as otherwise contemplated by this Agreement or Agreement, the Ancillary Agreements, Seller WM Parent and the ADS Parent shall, and shall cause its their Affiliates to, effective upon the Closing, execute and deliver such releases, termination agreements and discharges as are necessary to terminate, eliminate and release, as applicable (by way of capital contribution, cash settlement or otherwise), in a manner that does not result in any remaining or incremental Liabilities for the Buyer or for any of the Companies on or after the Time of Closing, each of the arrangements, commitments, receivables, payables, claims, demands, rights, loans loans, Contracts and Contracts Affiliate Agreements between any Transferred SubsidiaryCompany, on the one hand, and the respective Seller or any of its Affiliates (other than a Transferred SubsidiaryCompany), on the other hand, other than those that are set forth in Section 5.10 of the Seller Disclosure Letter and other than payables and receivables for goods and services bought and sold in the ordinary course of business Schedule 5.7 (collectively, “Terminating Intercompany Agreements”). Seller . (b) Sellers shall and shall cause its their respective Affiliates (other than the Transferred SubsidiariesCompanies), on the one hand, to and the Buyer shall cause its Affiliates (including the Transferred SubsidiariesCompanies), on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, lossesLosses, liabilities or other rights arising under any Terminating Intercompany Agreement (including such claims, causes of action, lossesLosses, liabilities or other rights that may arise as a result of the termination of such Terminating Intercompany Agreement), other than as set forth in Section 5.10 of the Seller Disclosure LetterSchedule 5.7. Nothing in this Section 5.10 5.7 shall require any Seller to, and no Seller shall not without Buyer’s consent, terminate or cancel any intercompany obligations exclusively between or among any of the Transferred SubsidiariesCompanies. If a Terminating Intercompany Agreement is not paid and satisfied on or prior to the Closing Date, as promptly as practicable following the Closing (or as promptly as practicable as such outstanding Terminating Intercompany Agreement is identified) the parties Parties will return each party Party to the same economic position such party Party would have been in had such Terminating Intercompany Agreement been paid and satisfied on or prior to the Closing Date.

Termination of Intercompany Agreements. Except as otherwise contemplated provided for herein, in the Transition Services Agreement, the Assignment, the Trademark Assignment, or as approved in writing by this both Buyer and Seller prior to the Closing, Seller shall, and shall cause its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, to, terminate each Contract between or among the Company, on the one hand, and Seller or any Affiliate of Seller, on the other hand (each an “Intercompany Agreement”), effective as of the Closing Date, and from and after the Closing Date, no further rights or other obligations or other liabilities on the part of any party thereto shall continue; provided, however, that notwithstanding the foregoing, the Contribution Agreement shall not be terminated but shall be subject to the mutual release in Section 10.9 (Release) and that certain Intellectual Property Assignment, effective December 6, 2023, between the Company and Grant Prideco, Inc., shall remain in full force and effect; provided, further, however, that Seller shall be responsible for and shall assume or retain any and all Liabilities arising out of or related to any union activities at the Ancillary AgreementsCompany’s former facility in Everett, Washington, including any liabilities arising out of or related to that certain Agreement, dated March 21, 2019, by and between the Company and International Union of Operating Engineers Local 302 and any withdrawal liability incurred as a result of any complete withdrawal (as defined in Section 4203 of ERISA) or partial withdrawal (as defined in Section 4205 of ERISA) from any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA). Seller shall, and shall cause its Affiliates to, effective upon take such action, including making such payments as may be necessary, so that, prior to or concurrently with the Closing, execute and deliver such releases, termination agreements and discharges as are necessary to terminate, eliminate and release, as applicable (by way of capital contribution, cash settlement or otherwise), each of the arrangements, commitments, receivables, payables, claims, demands, rights, loans and Contracts between any Transferred SubsidiaryCompany, on the one hand, and Seller or any of and its Affiliates (other than a Transferred Subsidiary)Affiliates, on the other hand, other than those that are set forth shall settle, discharge, offset, pay or repay in Section 5.10 full all intercompany loans, notes, and advances, regardless of the Seller Disclosure Letter their maturity, and all intercompany receivables, payables and other than payables and receivables liabilities for goods and services bought and sold in the ordinary course of business (collectively, “Terminating Intercompany Agreements”). Seller shall and shall cause its Affiliates (other than the Transferred Subsidiaries), on the one hand, to and Buyer shall cause its Affiliates (including the Transferred Subsidiaries), on the other hand, to, fully and finally waive and release, effective as of the Closing Date, any claims, causes of action, losses, liabilities or other rights arising under any Terminating Intercompany Agreement (including such claims, causes of action, losses, liabilities or other rights that may arise as a result of the termination of such Terminating Intercompany Agreement), other than as set forth in Section 5.10 of the Seller Disclosure Letter. Nothing in this Section 5.10 shall require Seller to, and Seller shall not without Buyer’s consent, terminate or cancel any intercompany obligations exclusively between or among any of the Transferred Subsidiaries. If a Terminating Intercompany Agreement is not paid and satisfied on or prior to the Closing Date, as promptly as practicable following the Closing (or as promptly as practicable as such outstanding Terminating Intercompany Agreement is identified) the parties will return each party to the same economic position such party would have been in had such Terminating Intercompany Agreement been paid and satisfied on or prior to the Closing Dateamount.

Termination of Intercompany Agreements. (a) Except as otherwise (i) for this Agreement and the other Transaction Agreements (and each other agreement or instrument expressly contemplated by this Agreement or the Ancillary Agreements, Seller shall, and shall cause its Affiliates to, effective upon the Closing, execute and deliver such releases, termination agreements and discharges as are necessary any other Transaction Agreement to terminate, eliminate and release, as applicable (be entered into by way of capital contribution, cash settlement or otherwise), each any member of the arrangements, commitments, receivables, payables, claims, demands, rights, loans and Contracts between any Transferred SubsidiarySeller Group, on the one hand, and Seller or any of its Affiliates (other than a Transferred Subsidiary)Acquired Company, on the other hand), other than those that are set forth (ii) any Contracts or understandings to which any third party is a party (including the Shared Contracts) and (iii) the Contracts or understandings listed in Section 5.10 Schedule 6.6(a) of the Seller Disclosure Letter Schedule, any intercompany contracts, arrangements, financing agreements, intercompany loans, transactions, accounts, commitments and other than payables and receivables for goods and services bought and sold in claims (A) between or among any of the ordinary course of business (collectively, “Terminating Intercompany Agreements”). Seller shall and shall cause its Affiliates (other than the Transferred Subsidiaries)Acquired Companies, on the one hand, to and Buyer shall cause the Seller or any of its Controlled Affiliates (including the Transferred Subsidiariesother than an Acquired Company), on the other hand or (B) between or among any Acquired Company or Acquired Companies to be acquired by Amber Purchaser, on the one hand, toand any Acquired Company or Acquired Companies to be acquired by XxXxxxxxx, fully on the other hand (the “Intercompany Agreements”), shall be terminated (or deemed terminated without any further action on the part of any party thereto) effective no later than as of the Closing without any party having any continuing obligations or liability to the other party under the Intercompany Agreements. All amounts due and finally waive payable pursuant to an Intercompany Agreement, shall, in each case, have been settled to the extent possible prior to the Closing. (b) Each Purchaser acknowledges and releaseagrees that (i) the applicable Business as presently conducted receives or benefits from general corporate functions furnished by Seller and its Controlled Affiliates, including finance, accounting, tax, human resources, legal, information technology, facilities, procurement and other ancillary or corporate shared services provided by Seller and its Controlled Affiliates (other than the Acquired Companies) or other corporate centralized functional organizations within or controlled by Seller and its Controlled Affiliates (other than the Acquired Companies) and (ii) effective as of the Closing DateClosing, the sole obligations of Seller and its Controlled Affiliates with respect to the provision of any claims, causes of action, losses, liabilities or other rights arising under any Terminating Intercompany Agreement (including such claims, causes of action, losses, liabilities or other rights that may arise as a result of general corporate functions to the termination of such Terminating Intercompany Agreement), other than Business shall be as set forth in Section 5.10 of the Seller Disclosure Letter. Nothing in this Section 5.10 shall require Seller to, and Seller shall not without Buyer’s consent, terminate or cancel any intercompany obligations exclusively between or among any of the Transferred Subsidiaries. If a Terminating Intercompany Agreement is not paid and satisfied on or prior to the Closing Date, as promptly as practicable following the Closing (or as promptly as practicable as such outstanding Terminating Intercompany Agreement is identified) the parties will return each party to the same economic position such party would have been in had such Terminating Intercompany Agreement been paid and satisfied on or prior to the Closing DateTransaction Agreements.