Common use of Termination of Intercompany Arrangements Clause in Contracts

Termination of Intercompany Arrangements. (a) Effective at the Closing, other than any intercompany accounts governed by Section 5.7, all Contracts or understandings, including all obligations to provide goods, services or other benefits, by any member of the Parent Group, on the one hand, and the Company on the other hand, shall be terminated without any party having any continuing obligations or Liability to the other, except for (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 member of the Parent Group, on the one hand, and the Company, on the other hand), (ii) any Contracts or understandings to which any third party is a party, (iii) any Contracts or understandings to which any non-wholly owned Subsidiary of Parent is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned) and (iv) any other Contracts or arrangements listed in Section 5.8(a) of the Parent Disclosure Schedule. (b) Purchaser acknowledges, on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology services, and (ii) effective as of the Closing, the sole obligations of the members of the Parent Group with respect to the provision of any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreement, the Ancillary Agreements and any Contracts or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule. (c) For the avoidance of doubt, from and after the Closing, other than the insurance policies on Section 3.19 of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claims.

Termination of Intercompany Arrangements. (a) Effective at Except as set forth in Section 5.03(b), Buyer and Seller acknowledge and agree that all Intercompany Agreements, and all rights and obligations of the Business or the Purchased Subsidiaries, Seller and Seller’s Affiliates under such Intercompany Agreements will be terminated as of the Closing, other than provided Seller and any intercompany accounts governed by Retained Subsidiaries shall waive any right of payment that would otherwise be due at or following the Closing upon termination under any such terminated Intercompany Agreement, or any arrangement, commitment or understanding related thereto. No such terminated Intercompany Agreement or any arrangement, commitment or understanding relating thereto (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. (b) The provisions of Section 5.7, all Contracts or understandings, including all obligations 5.03(a) shall not apply to provide goods, services or other benefits, by any member of the Parent Group, on following Contracts (or to any of the one hand, and the Company on the other hand, shall be terminated without any party having any continuing obligations or Liability to the other, except for provisions thereof): (i) this Agreement and Agreement, the Ancillary Agreements (other Transaction Documents and each other agreement or instrument Contract expressly contemplated by this Agreement or any Ancillary Agreement other Transaction Document to be entered into by or continued after the Closing; and (ii) any member outstanding purchase orders and the Intercompany Agreements listed on Section 5.03(b)(ii) of the Parent GroupDisclosure Schedule. (iii) Except as otherwise provided in Section 5.03(b)(iii) of the Disclosure Schedule, Seller shall and shall cause each of its Affiliates (including any of the Purchased Subsidiaries) to terminate and pay in full all outstanding intercompany accounts, whether payables or receivables, between Seller and its Affiliates, on the one hand, and the Company, Business on the other hand), (ii) any Contracts hand such that no such amounts are owed or understandings to which any third party is a party, (iii) any Contracts or understandings to which any non-wholly owned Subsidiary of Parent is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned) and (iv) any other Contracts or arrangements listed in Section 5.8(a) of the Parent Disclosure Schedule. (b) Purchaser acknowledges, on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology services, and (ii) effective outstanding as of the Closing, the sole obligations of the members of the Parent Group with respect to the provision of any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreement, the Ancillary Agreements and any Contracts or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule. (c) For the avoidance of doubt, from and after the Closing, other than the insurance policies on Section 3.19 of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claimsfrom Seller and its Affiliates to or from Buyer and its Affiliates.

Termination of Intercompany Arrangements. Between the date of this Agreement and the Closing, (a) Effective at except (i) for the Intercompany Accounts set forth on Section 5.09(a) of the Seller Parent Disclosure Letter, (ii) as otherwise set forth in the other Transaction Documents or (iii) as Buyer and Seller Parent may mutually agree in writing prior to the Closing, Seller Parent and its Affiliates (other than any intercompany accounts governed by Section 5.7, all Contracts or understandings, including all obligations to provide goods, services or other benefits, by any member of the Parent GroupBusiness Companies), on the one hand, and the Company Business Companies, on the other hand, shall be terminated without shall, effective as of the Closing, eliminate by payment, settlement, netting, capitalization, set off, cancellation, forgiving, release or otherwise any party having any continuing obligations or Liability to liabilities under the otherIntercompany Accounts between or among such parties, except for (i) this Agreement and in each case, such that the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any member of the Parent GroupBusiness Companies, on the one hand, and Seller Parent and its Affiliates (other than the CompanyBusiness Companies), on the other hand), do not have any further liability to one another in respect of such Intercompany Accounts as of the Closing and (b) except (i) for the Contracts set forth on Section 5.09(b) of the Seller Parent Disclosure Letter, (ii) any Contracts or understandings to which any third party is a partyas otherwise set forth in the other Transaction Documents, (iii) any Contracts as needed to perform the Transition Services or understandings to which any non-wholly owned Subsidiary of Parent is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned) and (iv) any other Contracts or arrangements listed as Buyer and Seller Parent may mutually agree in Section 5.8(a) of the Parent Disclosure Schedule. (b) Purchaser acknowledges, on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology services, and (ii) effective as of writing prior to the Closing, the sole Business Intercompany Contracts shall be terminated in their entirety and shall be without further force or effect, without any further obligations or liabilities of Seller Parent or any of its Affiliates (other than the Business Companies), on the one hand, and Buyer or any of its Subsidiaries (including, following the Closing, the Business Companies), on the other hand, following the Closing. Notwithstanding anything to the contrary herein, this Section 5.09 shall not apply to (a) intercompany accounts, balances or Contracts to the extent solely between or among any of the members of the Parent Group with respect to the provision of Business Companies, (b) any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreement, the Ancillary Agreements and any Contracts Transaction Documents or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule. (c) For the avoidance of doubt, from and after the Closing, any Contracts to which any Person other than the insurance policies on Section 3.19 of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current Parties and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other their respective Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claimsis a party.

Termination of Intercompany Arrangements. (a) Effective at the On or prior to Closing, other than Seller shall take any intercompany accounts governed by Section 5.7, and all Contracts or understandings, including all obligations actions necessary (subject to provide goods, services or other benefits, by the reasonable satisfaction of Buyer) to terminate any member of the Parent GroupContract between a Purchased Subsidiary, on the one hand, and the Company Seller or any Retained Subsidiary, on the other hand, shall be terminated in each case, without any party having any continuing obligations or Liability liability to the other, except for (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 member those items listed in Section 5.3(a)(i) of the Parent GroupDisclosure Schedule, and (ii) any contracts, purchase orders or invoices for the sale of products between the Business, on the one hand, and the Companyany other operating business of Seller or any Retained Subsidiary, on the other hand), (ii) any Contracts entered into in the ordinary course of business, including contracts, purchase orders or understandings to which any third party is a party, (iii) any Contracts or understandings to which any non-wholly owned Subsidiary of Parent is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned) and (iv) any other Contracts or arrangements invoices between the parties listed in Section 5.8(a5.3(a)(ii) of the Parent Disclosure Schedule. (b) Purchaser acknowledges, on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives On or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology services, and (ii) effective as of prior to the Closing, or as soon as reasonably practicable following the sole obligations Closing, except in respect of any indebtedness or other amounts arising out of or resulting from the members of items, contracts, purchase orders or invoices that are not terminated pursuant to Section 5.3(a), Seller shall, and shall cause its Subsidiaries to, settle or otherwise eliminate all intercompany accounts between the Parent Group Business or a Purchased Subsidiary, the one hand, and Seller, the Retained Subsidiaries or the Retained Business on the other hand, and no party shall have any further Liability with respect to the provision of any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreement, the Ancillary Agreements and any Contracts or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule. (c) thereto. For the avoidance of doubt, from and after any indebtedness or other amounts owed that are not eliminated or repaid pursuant to this Section 5.3(b) prior to Closing shall be included in the Closing, other than the insurance policies on Section 3.19 calculation of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claimsClosing Indebtedness.

Termination of Intercompany Arrangements. Effective as of the Closing, but subject to the occurrence of the Closing, (a) Effective at except for the Closing, other than any intercompany accounts governed by Intercompany Accounts set forth on Section 5.7, all Contracts or understandings, including all obligations to provide goods, services or other benefits, by any member 5.22(a) of the Parent GroupDisclosure Letter and except as otherwise set forth in the Transition Services Agreement, the Brand Licensing Agreement or the Master RELAs, Parent and its Affiliates (other than the Group Companies), on the one hand, and the Company Group Companies, on the other hand, shall be terminated without eliminate by payment, settlement, netting, capitalization, set off, cancellation, forgiving, release or otherwise any party having any continuing obligations or Liability to liabilities under the otherIntercompany Accounts between or among such parties, except for (i) this Agreement and in each case, such that the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any member of the Parent GroupGroup Companies, on the one hand, and Parent and its Affiliates (other than the CompanyGroup Companies), on the other hand, do not have any further liability to one another (and without any costs or other liabilities of Purchaser or any of its Affiliates (including, following the Closing, the Group Companies), ) in respect of such Intercompany Accounts following the Closing and (iib) except for the Brand Licensing Agreement and any Contracts or understandings to which any third party is a party, (iii) any Contracts or understandings to which any non-wholly owned Subsidiary of Parent is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned) and (iv) any other Contracts or arrangements listed in set forth on Section 5.8(a5.22(b) of the Parent Disclosure Schedule. Letter and except as otherwise set forth in the Transition Services Agreement or the Master RELAs, the Affiliate Contracts shall be terminated in their entirety and shall be without further force or effect, without any further obligations or liabilities of Parent or any of its Affiliates (b) Purchaser acknowledgesother than the Group Companies), on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology servicesone hand, and Purchaser or any of its Affiliates (ii) effective as of including, following the Closing, the sole obligations of Group Companies), on the members of the Parent Group with respect to the provision of any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreementother hand, the Ancillary Agreements and any Contracts or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule. (c) For the avoidance of doubt, from and after following the Closing, other than the insurance policies on Section 3.19 of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claims.