Common use of Intercompany Arrangements Clause in Contracts

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.

Appears in 6 contracts

Samples: Separation Agreement (Assisted Living Concepts Inc), Separation Agreement (Assisted Living Concepts Inc), Separation Agreement (Extendicare Real Estate Investment Trust)

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