Intercompany Contracts Clause Samples

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. 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. 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. 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. 27 2.29 No Material Misstatement or Omission......................... 27 2.30 Franchises................................................... 28 SECTION 3.

Intercompany Contracts. 7.1 The parties agree that, between the date of this Agreement and the Separation Effective Time, the Purchaser and the Seller shall co-operate in good faith to agree a process to identify: (a) any and all agreements (whether documented or not) between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand) and agree the treatment of such agreements, including whether certain contracts shall be settled, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain agreements shall survive and remain in force on and from the Separation Effective Time; and (b) any and all intercompany receivables, payables, loans and other accounts between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand), other than the loan notes set out in the Loan Notes Repayment Schedule (as defined in the SPA) (the “Intercompany Balances”) and agree the treatment of such balances, including whether certain balances should be settled, waived, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain balances shall survive and remain on foot. 7.2 Where it is agreed pursuant to Clause 7.1(b) that an Intercompany Balance shall be waived, discharged or otherwise terminated other than by way of full settlement (including any non-cash settlement or set-off), the Seller shall indemnify and hold harmless the Company and each other member of the DivestCo Group from any Losses incurred or payable by the DivestCo Group (whether arising on, before or after the Separation Effective Time) in connection with such waiver, discharge or other termination.

Intercompany Contracts. Seller and Buyer agree that all Contracts (written and oral) between (a) Seller and any of its affiliates and (b) the Acquired Companies will be terminated prior to the Closing unless otherwise mutually agreed upon by Buyer and Seller except for (i) those Contracts expressly contemplated by this Agreement, (ii) than purchase orders for goods in the ordinary course of Business and (iii) the lease for the Prague facility which is to be amended prior to Closing to provide that either party may terminate it only upon not less than 18 months notice.

Intercompany Contracts. Upon the Closing, the Intercompany Contracts shall be deemed canceled and of no further force and effect without any further action by any party hereto or thereto. In addition to the representations and warranties of Seller set forth in SECTION 3 of this Agreement, Seller hereby represents and warrants to Purchaser that Seller has been granted the necessary authority from each party to the Intercompany Contracts to cancel such Intercompany Contracts pursuant to this SECTION 5.6(C), and that such cancellation is being made with the full knowledge and consent of such parties.

Intercompany Contracts. Except as otherwise contemplated in Section 6.2, TDK shall cause any Contracts between any of the Selling Entities, on the one hand, and any of the Acquired Entities, on the other hand, other than outstanding purchase orders for Licensed Products issued in the Ordinary Course of Business, to be terminated, in each case effective as of Closing, and at no cost to Imation or any of the Acquiring Entities or the Acquired Entities other than the payment of any amounts for which any of the Acquired Entities shall have become liable prior to such termination. Effective as of the Closing, TDK waives any claim it might have against any of the Acquired Entities by reason of any incompleteness or inaccuracy of any information provided to TDK by any of such Acquired Entities in relation to the representations and warranties made by TDK under this Agreement.