Common use of Intercompany Arrangements Clause in Contracts

Intercompany Arrangements. (a) Contemporaneously with the Publishing Holdco Contribution, to the extent not previously effected pursuant to the Internal Reorganization, except as set forth in Section 2.2(b), in furtherance of the releases and other provisions of Section 10.1, Publishing, on behalf of itself and each other member of the Publishing Group, on the one hand, and Distributing, on behalf of itself and each other member of the Distributing Group, on the other hand, shall terminate, effective as of the Distribution Effective Time, any and all Intercompany Agreements in effect as of the Distribution Date and shall settle, or cause to be settled, all Intercompany Accounts on or prior to the Distribution Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.2(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated to survive hereby or thereby, including the Implementation Documents), (ii) the leases, subleases and other agreements, together with any amendments and modifications thereto, pursuant to which a member of the Distributing Group conveys to a member of the Publishing Group a leasehold interest in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected in the books and records of the Groups or otherwise documented in writing in accordance with past practices. (c) Upon the request of either Party following the Distribution Date, the other Party shall, and shall cause the members of its Group to, negotiate in good faith to enter into a separate Contract on arms-length terms with respect to the subject matter of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant to Section 2.2(a). (d) Effective as of the Distribution Date, other than (x) as expressly provided in this Agreement or the Ancillary Agreements and (y) any Shared Contract included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv), the members of the Publishing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts. Effective as of the Distribution Date, other than as expressly provided in this Agreement or the Ancillary Agreements, the members of the Distributing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv).

Intercompany Arrangements. (a) Contemporaneously with Section 6.7 of the Publishing Holdco Contribution, Agreement is hereby amended and restated as follows: “Intercompany Arrangements. Immediately prior to the extent not previously effected pursuant to the Internal ReorganizationClosing, except as set forth in Section 2.2(bSeller Parent shall, and shall cause its Controlled Affiliates to: (i) terminate all agreements or arrangements, written or unwritten, of any kind (other than any Ancillary Agreements), in furtherance of the releases and other provisions of Section 10.1, Publishing, on behalf of itself and each other member of the Publishing Groupexclusively between one or more Sellers or Retained Entities, on the one hand, and Distributing, on behalf of itself and each other member of one or more entities in the Distributing Transferred Group, on the other hand, shall terminateand (ii) settle or otherwise extinguish any amounts (other than any amounts under any Ancillary Agreements) owed to or by one or more Sellers or Retained Entities, effective as of on the Distribution Effective Timeone hand, any and all Intercompany Agreements one or more entities in effect as of the Distribution Date and shall settleTransferred Group, or cause to be settled, all Intercompany Accounts on or prior to the Distribution Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Partyhand; provided, takehowever, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of this Section 2.2(a) 6.7 shall not apply to any of the following Intercompany Agreements such agreement or arrangement (or to amendment thereto) if any of the provisions thereoforiginal parties to such agreement or arrangement (or amendment thereto) were not Affiliates of all other parties to such agreement or arrangement (or amendment thereto) at the time such agreement or arrangement (or amendment thereto) was entered into (such agreements or arrangements to which this Section 6.7 do not apply, the “Surviving Intercompany AccountsAgreements”); provided further, that with respect to each Surviving Intercompany Agreement: (ia) this Agreement all accrued and future payment obligations thereunder owed to or by any Retained Entity, on the Ancillary Agreements (one hand, and each any entity in the Transferred Group, on the other Intercompany Agreement hand, other than payment obligations for the supply of authorized generics and/or payments due for services or Intercompany Account expressly contemplated activities under co-promote agreements, shall be deemed fully paid at Closing and no party thereto or any of its Affiliates shall be liable to survive hereby any other party thereto or thereby, including the Implementation Documents)any of its Affiliates for any such payment obligations, (iib) no party thereto or any of its Affiliates shall be liable to any other party thereto or any of its Affiliates for any breach thereof that has occurred on or prior to Closing, (c) no obligation contained therein shall restrict the leases, subleases rights of Buyer Parent or any of its Affiliates existing immediately prior to Closing with respect to current or future products of Buyer Parent or any such Affiliates other than the Products that are the subject of the applicable Surviving Intercompany Agreements and (d) no obligation contained therein shall restrict the right of Buyer Parent or its Affiliates (other agreements, together with any amendments and modifications thereto, pursuant to which than a member of the Distributing Group conveys Transferred Group) to a member of the Publishing Group a leasehold interest in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) bring any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected in the books and records of the Groups or otherwise documented in writing in accordance with past practices. (c) Upon the request of either Party following the Distribution Date, the other Party shall, and shall cause the members of its Group to, negotiate in good faith to enter into a separate Contract on arms-length terms with respect to the subject matter of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant to Section 2.2(a). (d) Effective as of the Distribution DateClaim, other than (x) as expressly provided in this Agreement a Claim under a Surviving Intercompany Agreement, against any Retained Entity, its Affiliates, or any third party to the Ancillary Agreements and (y) any Shared Contract included in extent that it had the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv), right to bring such a Claim prior to the members of the Publishing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts. Effective as of the Distribution Date, other than as expressly provided in this Agreement or the Ancillary Agreements, the members of the Distributing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv)Closing.”

Intercompany Arrangements. (a) Contemporaneously Except as (i) otherwise contemplated by the Transaction Agreements, (ii) set forth in Schedule 7.07 or (iii) otherwise agreed by Seller and Buyer, Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Publishing Holdco ContributionClosing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the extent not previously effected Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant to the Internal ReorganizationTransition Services Agreement and any other applicable Transaction Agreements, except as set forth in Section 2.2(b)of and following the Closing, in furtherance of Seller and its Affiliates shall have no further obligation to provide any ancillary or corporate shared services to the releases and other provisions of Section 10.1Acquired Companies. (c) With respect to each surviving Intercompany Agreement, PublishingSeller, on behalf of itself and each its Affiliates (other member than the Acquired Companies), hereby waives (i) any breach by, default under or non-compliance with any such surviving Intercompany Agreement by any of the Publishing Group, on Acquired Companies to the one hand, and Distributing, on behalf of itself and each other member of the Distributing Group, on the other hand, shall terminate, effective as of the Distribution Effective Time, any and all Intercompany Agreements in effect as of the Distribution Date and shall settle, extent arising or cause to be settled, all Intercompany Accounts occurring on or prior to the Distribution Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be Closing Date, except in respect of any further force Liabilities specifically recorded in a general ledger account or effect after in the Distribution Effective Time. Each Party shall, at the reasonable request of the supporting workpapers or other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.2(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated to survive hereby or thereby, including the Implementation Documents), (ii) the leases, subleases and other agreements, together with any amendments and modifications thereto, pursuant to which a member of the Distributing Group conveys detail to a member of the Publishing Group a leasehold interest balance sheet or statutory balance sheet, in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected case contained in the books and records records, and (ii) any rights that Seller or any of its Affiliates (other than the Acquired Companies) may have to terminate, accelerate or cancel under such surviving Intercompany Agreements relating to, arising out of or in connection with (A) any “change of control,” “change in control” or similar phrase or concept as defined in such surviving Intercompany Agreement of any of the Groups Acquired Companies occurring on or otherwise documented in writing in accordance with past practices. (c) Upon the request of either Party following the Distribution Date, the other Party shall, and shall cause the members of its Group to, negotiate in good faith to enter into a separate Contract on arms-length terms with respect prior to the subject matter Closing Date or (B) any action or omission by any of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant the Acquired Companies occurring prior to Section 2.2(a)the Closing. (d) Effective as of the Distribution DateSeller shall not, other than (x) as expressly provided in this and shall cause its Affiliates not to, seek any damages with respect to, or revoke, terminate or rescind any surviving Intercompany Agreement or the Ancillary Agreements otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (y) any Shared Contract included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(ivwhole or in part), the members in each case, as a result of the Publishing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts. Effective as of the Distribution Date, other than as expressly provided in this Agreement or the Ancillary Agreements, the members of the Distributing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(ivmatters waived pursuant to Section 7.07(c).

Intercompany Arrangements. (a) Contemporaneously Except as (i) otherwise contemplated by the Transaction Agreements, (ii) set forth in Schedule 7.06 or (iii) otherwise agreed by Seller and Buyer, AFG and Seller shall, and shall cause their respective Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Publishing Holdco ContributionEffective Time all Intercompany Agreements, after giving effect to Section 7.05, such that, following the extent not previously effected Effective Time, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant to the Internal ReorganizationTransition Services Agreement and any other applicable Transaction Agreements, except as set forth in Section 2.2(b)of and following the Effective Time, in furtherance AFG, Seller and their respective Affiliates shall have no further obligation to provide any ancillary or corporate shared services to the Acquired Companies. (c) With respect to each surviving Intercompany Agreement, each of the releases AFG and other provisions of Section 10.1, PublishingSeller, on behalf of itself and each its Affiliates (other member than the Acquired Companies) and the Acquired Companies, hereby waives (i) any breach by, default under or non-compliance with any such surviving Intercompany Agreement by any of AFG, Seller, the Publishing Group, on Acquired Companies or any of their Affiliates to the one hand, and Distributing, on behalf of itself and each other member of the Distributing Group, on the other hand, shall terminate, effective as of the Distribution Effective Time, any and all Intercompany Agreements in effect as of the Distribution Date and shall settle, extent arising or cause to be settled, all Intercompany Accounts occurring on or prior to the Distribution Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be Closing Date, except in respect of any further force Liabilities specifically recorded in a general ledger account or effect after in the Distribution Effective Time. Each Party shall, at the reasonable request of the supporting workpapers or other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.2(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated to survive hereby or thereby, including the Implementation Documents), (ii) the leases, subleases and other agreements, together with any amendments and modifications thereto, pursuant to which a member of the Distributing Group conveys detail to a member of the Publishing Group a leasehold interest balance sheet or statutory balance sheet, in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected case contained in the books and records records, and (ii) any rights that AFG, Seller or their Acquired Companies or any of their respective Affiliates (other than the Acquired Companies) may have to terminate, accelerate or cancel under such surviving Intercompany Agreements relating to, arising out of or in connection with (A) any “change of control,” “change in control” or similar phrase or concept as defined in such surviving Intercompany Agreement of any of the Groups Acquired Companies occurring on or otherwise documented in writing in accordance with past practices. prior to the Closing Date or (cB) Upon the request any action or omission by any of either Party following the Distribution DateAFG, Seller, the other Party shall, and shall cause the members Acquired Companies or any of its Group to, negotiate in good faith to enter into a separate Contract on arms-length terms with respect their Affiliates occurring prior to the subject matter of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant to Section 2.2(a)Closing. (d) Effective as Each of AFG, Seller and the Distribution DateAcquired Companies shall not, other than (x) as expressly provided in this and shall cause its Affiliates not to, seek any damages with respect to, or revoke, terminate or rescind any surviving Intercompany Agreement or the Ancillary Agreements otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (y) any Shared Contract included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(ivwhole or in part), the members in each case, as a result of the Publishing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts. Effective as of the Distribution Date, other than as expressly provided in this Agreement or the Ancillary Agreements, the members of the Distributing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(ivmatters waived pursuant to Section 7.06(c).

Intercompany Arrangements. (a) Contemporaneously with the Publishing Holdco Contribution, Immediately prior to the extent not previously effected pursuant Closing, all intercompany balances and accounts (other than trade payables or receivables arising in the ordinary course of business and intercompany balances with respect to the Internal Reorganization, except as set forth in Section 2.2(bsale of products provided by the Business) between the Seller and any of its Affiliates (other than the Acquired Entity and Purchased Subsidiaries), in furtherance of the releases and other provisions of Section 10.1, Publishing, on behalf of itself and each other member of the Publishing Group, on the one hand, and Distributing, on behalf of itself the Acquired Entity and each other member of the Distributing GroupPurchased Subsidiaries, on the other hand, shall terminatebe settled or otherwise eliminated in such a manner as the Seller and the Buyer shall jointly determine in good faith; provided, effective that in no event will any Acquired Entity or Purchased Subsidiary, on the one hand, or the Seller or its Affiliates, on the other hand, have any liability to the other party for any such unsettled amounts as of and after the Distribution Effective Time, Closing. Intercompany balances and accounts solely among any and all Intercompany Agreements in effect as of the Distribution Date and Acquired Entity or any Purchased Subsidiaries shall settle, or cause to not be settled, all Intercompany Accounts on or affected by this provision. Immediately prior to the Distribution Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be of any further force or effect after Closing, except for this Agreement, the Distribution Effective Time. Each Party shallShared Contracts, at the reasonable request Shared IT Contracts, the existing arrangements between the Business and the Apex Division of the other PartySeller (the “Apex Arrangement”), take, the Contracts or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.2(a) shall not apply to any understandings listed on Schedule 5.4 of the following Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement Disclosure Schedules, and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated to survive hereby or therebybe entered into in connection with this Agreement, all Contracts, including all claims related thereto or obligations to provide goods, services or other benefits, between the Implementation Documents)Seller or its Affiliates, (ii) on the leasesone hand, subleases and other agreementsthe Acquired Entity or Purchased Subsidiaries, together with any amendments and modifications thereto, pursuant to which a member of the Distributing Group conveys to a member of the Publishing Group a leasehold interest in real property, each of which is described on Schedule 2.2(b)(i) (collectively, the “Intercompany Leases”), (iii) the Intercompany Agreements listed on Schedule 2.2(b)(ii) and (iv) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected in the books and records of the Groups or otherwise documented in writing in accordance with past practices. (c) Upon the request of either Party following the Distribution Date, the other Party shallhand, shall automatically be terminated without further payment or performance and shall cause the members of its Group to, negotiate in good faith cease to enter into a separate Contract on arms-length terms with respect to the subject matter of any Intercompany Agreement that Distributing determines in good faith was inadvertently terminated pursuant to Section 2.2(a). (d) Effective as of the Distribution Date, other than (x) as expressly provided in this Agreement or the Ancillary Agreements and (y) any Shared Contract included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv), the members of the Publishing Group shall no longer receive any benefits or have any obligations under any of the Shared Contracts. Effective as of the Distribution Datefurther force and effect, other than as expressly provided in this Agreement or the Ancillary Agreements, the members of the Distributing Group such that no party thereto shall no longer receive any benefits or have any further obligations under any of the Shared Contracts included in the Publishing Transferred Assets, including any Shared Contract listed on Schedule 1.1(d)(iv)therefor or thereunder.