Ralcorp Sample Clauses
Ralcorp. Ralcorp may elect to control, and have the sole discretion in handling, settling or contesting, subject to Sections 10.02(d) and (e) below, any Tax Contest relating to (i) all Tax Returns for which Ralcorp is responsible for preparing and filing under Section 4.02, (ii) all Transfer Taxes, (iii) all Transaction Taxes assessed against Ralcorp or members of the Ralcorp Group by the applicable Taxing Authority and (iv) the Tax treatment of the Transactions.
Ralcorp. Without limiting the generality of any of Seller's representations and warranties herein, Seller represents and warrants that, except as set forth in the Disclosure Schedule:
(i) Seller has no written agreement with Ralcorp;
(ii) the main provisions, terms (including pricing) and conditions of Seller's oral agreement with Ralcorp (including without limitation, invoicing procedures between Seller and Ralcorp, on the one hand, and among Seller, Ralcorp and customers on the other) are set forth on the Disclosure Schedule;
(iii) Purchaser will be able, at any time after Closing, to terminate Seller's agreement with Ralcorp without any liability except as such liability relates to the purchase of products, inventory, and packaging, or the exhaustion of such through manufacture upon termination as is customary in the existing relationship between the Parties described in the Disclosure Schedule; and
(iv) Seller has not at any time disclosed any of its customers lists to Ralcorp.