Intercompany Contracts. Promptly upon entering into any such arrangement or contract (to the extent permitted by Section 11.7), copies or detailed descriptions of all tax sharing, cost allocation, overhead attribution and any similar contracts or arrangements between the Borrower and any of its Affiliates at any time existing; and
Intercompany Contracts. SCHEDULE 2.28 contains a true and ---------------------- complete list of any and all contracts (written and oral), between and or among the Company and any Subsidiary thereof and the Company will make available all underlying documentation including worksheets, memoranda and accounting records, underlying any such transactions for the preceding seven (7) years.
Intercompany Contracts. 27 2.29 No Material Misstatement or Omission......................... 27 2.30 Franchises................................................... 28 SECTION 3.
Intercompany Contracts. Except as contemplated in the Transition Services Agreement (or as set forth in Schedule 1.3(b)(ii)), all contracts and arrangements between the Companies and the Subsidiaries, on the one hand, and Parent and Seller or any of their subsidiaries (other than the Acquired Companies), on the other hand, will be terminated as of the Closing Date, at no liability to the Companies or the Subsidiaries.
Intercompany Contracts. No member of the Remainco Group or the Spinco Group shall be liable to any member of the other Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and any member of the other Group existing at or prior to the Separation Effective Time (other than, pursuant to any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and Remainco and Spinco, on behalf of the themselves and each member of their Group, hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it or any member of its Group and any member of the other Group effective as of the Separation Effective Time (other than any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby).
Intercompany Contracts. No member of the Everest Group or the Newco Group shall be liable to any member of the other Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and any member of the other Group existing at or prior to the Separation Effective Time (other than, pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and Everest and Newco, on behalf of the themselves and each member of their Group, hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it or any member of its Group and any member of the other Group effective as of the Separation Effective Time (other than as set forth on Schedule 2.4, this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third-Party Agreements, as set forth in Section 4.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby). With respect to the items set forth on Schedule 2.4, the Parties agree that any applicable covenants or other provisions specifically set forth on such Schedule 2.4 shall apply.
Intercompany Contracts. 7.1 The parties agree that, between the Original Agreement Date and the Separation Effective Time, the Purchaser and the Seller shall co-operate in good faith to agree a process to identify:
Intercompany Contracts. Prior to the Closing:
Intercompany Contracts. 8 1.28 IRS............................................................ 8 1.29 KNOWLEDGE...................................................... 8 1.30 MATERIAL....................................................... 8 1.31 PATENTS........................................................ 8 1.32
Intercompany Contracts. No Contract (whether written or oral) entered into between Parent and its Subsidiaries (other than the Company, any of the Business Subsidiaries), on one hand, and the Company or any of the Business Subsidiaries on the other hand is in force and effect as of the date of this Agreement.
