Common use of INTERCORPORATE TRANSFERS Clause in Contracts

INTERCORPORATE TRANSFERS. (a) Prior to the Distribution Date, Crane and the Company will take all actions necessary to cause all of the outstanding shares of Huttig Common Stock to be distributed by Crane International to Crane and to increase the outstanding shares of Huttig Common Stock so that, immediately prior to the Distribution, Crane will hold a number of shares of Huttig Common Stock (rounded up to the nearest whole share) equal to the number of shares of Crane Common Stock issued and outstanding as of the Record Date (excluding treasury shares held by Crane) divided by 4.5. (b) Prior to the Time of Distribution, the Company will (i) arrange the Debt Financing, (ii) pay to Crane (from time to time and on the day prior to the Distribution Date) in reduction of intercompany indebtedness the Company's net cash balances on hand, (iii) on the day prior to the Distribution Date, issue to Crane a Note (the "Parent Note") in a principal amount equal to the Parent Cash Amount (as defined in the Exchange Agreement) in exchange for a like principal amount of existing indebtedness and (iv) from time to time upon advances by Crane to fund acquisitions, issue notes in the principal amount (not to exceed an aggregate of $15 million) of such advances (the "Acquisition Notes"). On the day prior to the Distribution Date, subsequent to effecting (iv) above, contribute or cause to be contributed to the capital of the Company or otherwise settle or eliminate as provided in Section 3.3(a) all indebtedness of the Company to Crane, other than the Parent Note and the Acquisition Notes. (c) The parties acknowledge that the Company Group currently is conducting the Building Products Business and that all or substantially all of the Huttig Assets and Huttig Liabilities are owned or are obligations of members of the Company Group. Pursuant to the Distribution, the Huttig Assets and Huttig Liabilities are intended to be allocated entirely to the Company Group and the Crane Assets and Liabilities of Crane, and any Crane subsidiary are intended to be allocated entirely to the Crane Group. Accordingly, in the event that at any time or from time to time (whether prior to or after the Time of Distribution) either party (or any member of such party's respective Group) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party will promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset will hold such Asset in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). If at any time or from time to time (whether prior to or after the Time of Distribution) either Crane or the Company determines that the other party (or any member of such other party's respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party (or a member of such other party's respective Group) pursuant to this Agreement or any Ancillary Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. (d) Each of Crane (on behalf of itself and each member of the Crane Group) and the Company (on behalf of itself and each member of the Company Group) understands and agrees that, except as expressly set forth in the Exchange Agreement or any Transaction Agreement, no party to any Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement either has represented or warranted, or is representing or warranting in any way, in such agreement or otherwise, (i) as to the Assets, Subsidiaries, businesses or Liabilities owned at the date hereof by such party or retained, transferred or assumed as contemplated hereby or thereby, (ii) as to any consents or approvals required in connection with the transactions contemplated by the Transaction Agreements, (iii) as to the value or freedom from any Lien of, or any other matter concerning, any Assets or Subsidiaries of either party, or (iv) as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of either party. Except as may expressly be set forth in any Transaction Agreement, all Assets and Subsidiaries owned at the date hereof or being transferred or retained as contemplated by any Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement are held, or are being transferred or retained, on an "as is", "where is" basis and the respective owners or transferees shall bear the economic and legal risks that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien.

INTERCORPORATE TRANSFERS. (a) Prior to the Distribution Date, Crane and the Company will take all actions necessary to cause all of the outstanding shares of Huttig Common Stock to be distributed by Crane International to Crane and to increase the outstanding shares of Huttig Common Stock so that, immediately prior to the Distribution, Crane will hold a number of shares of Huttig Common Stock (rounded up to the nearest whole share) equal to the number of shares of Crane Common Stock issued and outstanding as of the Record Date (excluding treasury shares held by Crane) divided by 4.5. (b) Prior to the Time of Distribution, the Company will (i) arrange the Debt Financing, (ii) pay to Crane (from time to time and on the day prior to the Distribution Date) in reduction of intercompany indebtedness the Company's net cash balances on hand, (iii) on the day prior to the Distribution Date, issue to Crane a Note (the "Parent Note") in a principal amount equal to the Parent Cash Amount (as defined in the Exchange Agreement) in exchange for a like principal amount of existing indebtedness and (iv) from time to time upon advances by Crane to fund acquisitions, issue notes in the principal amount (not to exceed an aggregate of $15 million) of such advances (the "Acquisition Notes"). On the day prior to the Distribution Date, subsequent to effecting (iv) above, Crane will contribute or cause to be contributed to the capital of the Company or otherwise settle or eliminate as provided in Section 3.3(a3.4(a) all indebtedness of the Company to Crane, other than the Parent Note and the Acquisition Notes. (c) The parties acknowledge that the Company Group currently is conducting the Building Products Business and that all or substantially all of the Huttig Assets and Huttig Liabilities are owned or are obligations of members of the Company Group. Pursuant to the Distribution, the Huttig Assets and Huttig Liabilities are intended to be allocated entirely to the Company Group and the Crane Assets and Liabilities of Crane, and any Crane subsidiary are intended to be allocated entirely to the Crane Group. Accordingly, in the event that at any time or from time to time (whether prior to or after the Time of Distribution) either party (or any member of such party's respective Group) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party will promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset will hold such Asset in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). If at any time or from time to time (whether prior to or after the Time of Distribution) either Crane or the Company determines that the other party (or any member of such other party's respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party (or a member of such other party's respective Group) pursuant to this Agreement or any Ancillary Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. (d) Each of Crane (on behalf of itself and each member of the Crane Group) and the Company (on behalf of itself and each member of the Company Group) understands and agrees that, except as expressly set forth in the Exchange Agreement or any Transaction Agreement, no party to any Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement either has represented or warranted, or is representing or warranting in any way, in such agreement or otherwise, (i) as to the Assets, Subsidiaries, businesses or Liabilities owned at the date hereof by such party or retained, transferred or assumed as contemplated hereby or thereby, (ii) as to any consents or approvals required in connection with the transactions contemplated by the Transaction Agreements, (iii) as to the value or freedom from any Lien of, or any other matter concerning, any Assets or Subsidiaries of either party, or (iv) as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of either party. Except as may expressly be set forth in any Transaction Agreement, all Assets and Subsidiaries owned at the date hereof or being transferred or retained as contemplated by any Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement are held, or are being transferred or retained, on an "as is", "where is" basis and the respective owners or transferees shall bear the economic and legal risks that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien.either