Intercompany Accounts and Arrangements Sample Clauses

Intercompany Accounts and Arrangements. (a) Except as -------------------------------------- expressly modified by a Related Agreement and except for the agreements set forth on Schedule 5.5 hereto, all intercompany arrangements and agreements, whether written or oral, providing goods, services or joint activities between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be terminated and of no further force and effect after the Closing. Effective upon the Closing, all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to the Related Agreements). (b) Except to the extent provided to the contrary in Section 5.5(a), effective as of the Closing: (i) Buyer, on behalf of the Transferred Business Companies, hereby releases DuPont and each of the Retained Subsidiaries (and their respective officers, directors and employees, acting in their capacity as such) from any Liability, obligation or responsibility to any of them for any and all past actions or failures to take action prior to Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts with DuPont or a Subsidiary thereof or the operation or conduct of any businesses, Assets (including activities performed thereat) or operations managed or operated by, or operationally related to, directly or indirectly, to the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any action or failure to take action in accordance with the provisions of this Agreement or for any fraudulent act or willful or intentional misconduct in the operation or conduct of Transferred Business prior to the Closing Date; and (ii) DuPont, for itself and on behalf of its Subsidiaries other than the Transferred Business Companies, hereby releases the Transferred Business Companies (and their respective officers, directors and employees, acting in their capacity as such) from any Liability, obligation or responsibility to any of them for any and all past actions or failures to take action prior to Closing, including any actions which ...

Intercompany Accounts and Arrangements. TDCC shall use commercially reasonable efforts to take, and to cause one or more of its Subsidiaries to take, to the extent permitted by Law, such action as is necessary and advisable to settle, or have assigned to or assumed by a Retained Dow Entity, effective as of or prior to the Distribution Date, all intercompany accounts between a Transferred Subsidiary, on the one hand, and a Retained Dow Entity, on the other hand. TDCC shall take, and cause one or more of its Subsidiaries to take, to the extent permitted by Law, such action as is necessary and advisable to terminate all intercompany arrangements and agreements (other than the Transaction Documents), whether written or oral, providing for the leasing or licensing of goods, services, tangible or intangible properties or joint activities among a Retained Dow Entity, on the one hand, and the Transferred Subsidiaries, on the other hand; provided, that the parties hereto agree that TDCC, in its sole and absolute discretion may, prior to the Distribution, settle or terminate intercompany accounts or intercompany agreements among the Transferred Subsidiaries; provided, further, that intercompany accounts not settled, assigned or assumed pursuant to this Section 6.07 shall be taken into account for the determination of the Working Capital Amount pursuant to Schedule 5.01.

Intercompany Accounts and Arrangements. Prior to the Closing, TDCC shall take (or cause one or more of its Affiliates or AgroFresh to take) such actions required to settle, effective as of, or prior to, the Closing Date all intercompany accounts so that there are no intercompany obligations, interest, fees, payables or receivables between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand (in each case other than as may be contemplated in connection with the Restructuring Transactions). In the event TDCC is unable to settle all such intercompany accounts prior to the Closing, the parties shall, upon request of TDCC, cooperate in good faith from and after the Closing to equitably settle such accounts. TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, any intercompany Contracts (or portions thereof), services, support and other arrangements, whether written or oral (except for the Related Agreements or the Contracts set forth on Schedule 5.13), between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand, and from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof) or arrangements (in each case other than as may be contemplated in connection with the Restructuring Transactions). TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, the participation of AgroFresh in, or contractual privity of AgroFresh to, any Group Contract and from and after the Closing, no further rights or Liabilities of AgroFresh shall continue under such Group Contract. Purchaser acknowledges that, from and after the Closing, AgroFresh will no longer be able to participate with TDCC and its Affiliates in Group Contracts or any group and volume purchasing arrangements that AgroFresh may have participated in prior to the Closing.

Intercompany Accounts and Arrangements. (a) Except for the Related Agreements or the agreements set forth on Section 5.5 of the Seller’s Disclosure Schedule hereto, all intercompany arrangements and agreements providing, leasing, or licensing goods, services, tangible or intangible properties, or joint activities between SEE or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Diversey Companies or their Subsidiaries, on the other hand, shall, unless otherwise expressly agreed in writing by the parties hereto, be terminated and of no further force and effect as of the Closing (or, to the extent that any equity interests in a Transferred Diversey Company or Subsidiary of a Transferred Diversey Company are not transferred to Buyer or the Diversey Share Buyers at the Closing pursuant to Section 5.16, as of such later date on which all such equity interests are transferred to Buyer or the Diversey Share Buyers), in each case, without Liability to the Diversey Business at or after the Closing. Effective prior to the Closing, all outstanding intercompany accounts, whether payables or receivables, between SEE or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Diversey Companies or their Subsidiaries, on the other hand, shall be settled in full and of no further force and effect (it being understood that such settlement shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to any Related Agreement), in each case, without Liability to the Diversey Business at or after the Closing. No later than five (5) Business Days prior to Closing, SEE will provide reasonably satisfactory evidence of the terminations and settlements required under this Section 5.5(a) to Buyer. (b) Effective as of the Closing, Buyer, on behalf of itself and its Affiliates, including the Transferred Diversey Companies and their Subsidiaries, hereby releases SEE and each of the Retained Subsidiaries (and their respective officers, directors, partners, members, managers, agents, custodians, and employees) from any Liability, obligation, or responsibility to any of them for any and all past actions or failures to take action prior to the Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts or agreements with SEE or any of its Subsidiaries or the operation or conduct of any businesses, Assets (including activities performed thereat), or operations managed or op...

Intercompany Accounts and Arrangements. Schedule 5.5 to the Purchase Agreement is hereby amended to add the following agreements thereto: (i) International Distribution Agreement, dated as of July 1, 1999, between DPC and DuPont (Australia) Ltd. to be amended in the form attached as Exhibit B hereto; (ii) Service Agreement, dated as of December 8, 2000, among DuPont Canada Inc., PerkinElmer Canada Inc. and DuPont Pharma Inc.; and (iii) the Transfer Agreements (as defined below).

Intercompany Accounts and Arrangements. Except for the Ancillary Agreements (1) all intercompany arrangements and Contracts providing leasing, subleasing, licensing or sublicensing goods, services, distribution, tangible or intangible property or joint activities (the "Intercompany Arrangements") between VPI, its Affiliates (other than the WEEMEA Companies) or any of the Retained Subsidiaries, on the one hand, and any of the WEEMEA Companies or their Subsidiaries, on the other hand, shall automatically be terminated and of no further force and effect after the Closing, and (2) any lending or borrowing arrangements between VPI, its Affiliates (other than the WEEMEA Companies) or any of the Retained Subsidiaries, on the one hand, and any of the WEEMEA Companies or their Subsidiaries, on the other hand, shall be repaid and satisfied at Closing except as expressly stated in Section 7.6 the Seller's Disclosure Letter, with settlement of any obligations under the arrangements described in clauses (1) and (2) affected by means of capital contribution, dividend or as otherwise agreed by the parties.

Intercompany Accounts and Arrangements. (a) Except as set forth on Schedule 6.11(a), as of the Closing, no intercompany receivables and payables (whether or not then due) shall exist between any Service Provider, on the one hand, and any of Inland Group, IREIC, the Manager Shareholders or any Affiliates of any of them, on the other hand, other than ordinary course compensation and expense reimbursement to employees, directors and officers of the Service Providers (b) Except as set forth on Schedule 6.11(b), at Closing, each REIT/Service Provider Agreement will, without further action by any party thereto, terminate and be of no further force and effect, with no further liabilities on the part of any party thereto. All other agreements or arrangements between any Service Provider, on the one hand, and any of Inland Group, IREIC, the Manager Shareholders or any Affiliates of any of them, on the other hand, including any oral agreements or course of business practices or understandings, will terminate as of the Closing Date and be of no further force and effect, with no further liabilities on the part of any party thereto.

Intercompany Accounts and Arrangements. 24 Section 3.04 Cash Management........................................28 Section 3.05 The Automotive Board.................................

Intercompany Accounts and Arrangements. (a) Other than those receivables and payables reflected on the Closing Balance Sheet, as of the Closing, no intercompany receivables and payables (whether or not then due) shall exist between any Service Provider, on the one hand, and any of TIGI, IREIC, the Stockholders, the Agent or any Affiliates of any of them, but excluding the Service Providers from the definition of Affiliate for these purposes, on the other hand. (b) Other than the Service Agreements and any other agreements entered into or amended in connection with the Mergers and the transactions contemplated thereby, all other agreements or arrangements between any Service Provider, on the one hand, and any of TIGI, IREIC, the Stockholders or any Affiliates of any of them, on the other hand, including any oral agreements or course of business practices or understandings, if any, will terminate as of the Closing Date and be of no further force and effect, with no further liabilities on the part of any party thereto, other than any liabilities reflected on the Closing Balance Sheet.