Intercompany Arrangements. Prior to the Closing, Seller shall cause any contract or arrangement that Seller is a party to as disclosed (or should have been disclosed) in Section 3.12(a)(viii) of the Disclosure Schedule, to be terminated.
Intercompany Arrangements. The Company does not own any note, bond, debenture or other indebtedness, or is not otherwise a creditor, of any Seller or any of its Affiliates. Since the Balance Sheet Date, there has not been any payment by the Company to any Seller or any of its Affiliates, charge by any Seller or any of its Affiliates to the Company or other transaction between the Company and a Seller or any of its Affiliates, except in any such case in the ordinary course of business of the Company consistent with past practice.
Intercompany Arrangements. Except as set forth on Schedule 3.04, all Contracts, arrangements, commitments and undertakings (other than this Separation Agreement and the Transaction Agreements), whether oral or written, solely between any ALC Company or any operating unit of any ALC Company, on the one hand, and any member of the Extendicare Group or any operating unit thereof (other than any ALC Company or operating unit thereof), on the other hand, entered into prior to the Effective Time (“Intercompany Arrangements”) shall terminate upon the Effective Time. No such terminated Intercompany Arrangement (including any provisions thereof that purport to survive termination) shall be of any further force or effect after the Effective Time, and all amounts under such Intercompany Arrangements that are unbilled and have not been charged to the related Contract, arrangement, commitment or undertaking as of the Effective Time shall be settled upon the Effective Time and the parties shall be released from all future Liabilities thereunder. Except as set forth on Schedule 3.04, at or before the Effective Time, Extendicare shall cause all intercompany indebtedness (which shall include payables and receivables) between any ALC Company or any operating unit of any ALC Company, on the one hand, and any member of the Extendicare Group or any operating unit thereof (other than any ALC Company or operating unit thereof), on the other hand, including any indebtedness under the Intercompany Arrangements, to be settled.
Intercompany Arrangements. All intercompany and intracompany accounts, contracts or debt relating to the Business between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand, shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing.
Intercompany Arrangements. (a) Except as (i) otherwise contemplated by the Transaction Agreements, (ii) set forth in Schedule 7.07 or (iii) otherwise agreed by Seller and Buyer, Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements.
Intercompany Arrangements. Except for Contracts that are not material to the Business taken as a whole, Section 3.18 of the Parent Disclosure Schedule sets forth a list of all Contracts to provide goods, services or other benefits between or among any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, in each case other than Contracts that will be terminated prior to Closing.
Intercompany Arrangements. No later than immediately prior to the Closing, Seller shall, and shall cause its Affiliates to, terminate all agreements or arrangements, written or unwritten, of any kind (other than any Ancillary Agreements, including the Transition Services Agreement), between Seller or any of its Affiliates, on the one hand, and the Business, on the other hand.
Intercompany Arrangements. All intercompany and intracompany accounts or contracts between the Target Entities, on the one hand, and the Sellers and its Affiliates (other than the Target Entities), on the other hand, set forth on Schedule 6.8 of the Disclosure Schedules shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing.
Intercompany Arrangements. Except as listed on Schedule 5.7:
Intercompany Arrangements. Except as provided in Section 5.8 or as otherwise expressly contemplated by this Agreement or the other Operative Agreements, (i) all Contracts relating to the conduct of the Railway Business that are solely between Apache, on the one hand, and Seller and any of its Affiliates, on the other hand, and (ii) all Contracts relating to the conduct of the Newsprint Business that are between Seller, on the one hand, and any Affiliate of Seller, on the other hand (all of the Contracts described in (i) and (ii) above being set forth on Schedule 5.6), shall be terminated and of no further effect simultaneously with the Closing, without any further action, liability or obligation on the part of the parties thereto save in respect of any accrued rights or obligations (including as to any payment obligations) to the extent included as an asset or a liability in Adjusted Closing Net Working Capital.
