Common use of Intercompany Arrangements Clause in Contracts

Intercompany Arrangements. (a) 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 Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant to the Transition Services Agreement and any other applicable Transaction Agreements, as of and following the Closing, Seller and its 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, Seller, on behalf of itself and its Affiliates (other 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 Acquired Companies to the extent arising or occurring on or prior to the Closing Date, except in respect of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and 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 Acquired Companies occurring on or prior to the Closing Date or (B) any action or omission by any of the Acquired Companies occurring prior to the Closing. (d) Seller shall not, and shall cause its Affiliates not to, seek any damages with respect to, or revoke, terminate or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part), in each case, as a result of any of the matters waived pursuant to Section 7.07(c).

Intercompany Arrangements. (a) Except as (i) otherwise contemplated by the Transaction Agreements, (ii) set forth in on Schedule 7.07 6.2 or except pursuant to the Transition Services Agreement, effective as of the Closing, all services (iiiincluding cash management and treasury, accounting, tax, insurance, human resources and employee benefits, environmental, banking, legal, data network and other services) otherwise agreed provided to the Company or its Subsidiary by Seller any Hub Group Company, including any Intercompany Agreements or other agreements, arrangements or understandings (written or oral) with respect thereto, will immediately terminate without any further action on the part of the parties thereto and Buyernone of the Company or its Subsidiary, Seller shallon the one hand, or any Hub Group Company or any of its post-Closing Affiliates, on the other hand, shall have any further liability or obligation with respect to any such terminated agreement or understanding. Without limiting the generality of the foregoing, any intercompany payables or receivables between the Company or its Subsidiary, on the one hand, and shall cause Seller or any of its Affiliates toSubsidiaries (other than the Company or its Subsidiary), take such actions on the other hand, existing as may be necessary to terminate or commute of immediately prior to or concurrently with the Closing all Intercompany Agreementsshall be terminated as of immediately prior to the Closing without any action required by any Person and without any further liability or obligation with respect to any such terminated payables or receivables. Without limiting the generality of the foregoing, after giving effect to except as provided in Section 7.066.2(b), such that, following as of the Closing, the Acquired Companies coverage under all insurance policies maintained by Seller, any other Hub Group Company and/or any of their respective post-Closing Affiliates related to the Company and/or its Subsidiary (other than, for the avoidance of doubt, insurance policies maintained by the Company or its Subsidiary in which any of the foregoing Persons are the exclusive named insureds) shall have no further Liability under such Intercompany Agreementscontinue in force only for the benefit of Seller and its post-Closing Affiliates and not for the benefit of Purchaser or its Affiliates (including, after the Closing, any of the Company and its Subsidiary). Purchaser agrees to arrange for its own account insurance policies with respect to the Company and its Subsidiary covering all periods beginning from and after the Closing and agrees not to seek (and to cause the Company and its Subsidiary not to seek from and after the Closing), through any means, to benefit from any of the insurance policies maintained by Seller, any other Hub Group Company and/or any of their respective post-Closing Affiliates which may provide coverage for claims relating in any way to the Company and/or its Subsidiary, except as provided in Section 6.2(b). (b) Except for To the extent that any services provided pursuant to third-party claims against, or first-party claims by, the Transition Services Agreement Company or its Subsidiary arising out of a pre-Closing occurrence may be covered by Seller’s or its Subsidiaries’ occurrence-based insurance policies (including any stop loss, excess liability, umbrella, workers’ compensation, automobile and any other applicable Transaction Agreements, as of and following the Closing, Seller and its Affiliates shall have no further obligation to provide any ancillary or corporate shared services to the Acquired Companies. (cproduct liability coverage that is an occurrence-based insurance policy) With respect to each surviving Intercompany Agreement, Seller, on behalf of itself and its Affiliates (other than self-insurance) (such claims, the Acquired Companies“Potential Claims”, and such policies, the “Seller Occurrence Policies”), hereby waives Seller shall use commercially reasonable efforts to facilitate coverage under the relevant Seller Occurrence Policy for such Potential Claims (i) subject to reimbursement by Purchaser or the Company for any breach by, default under or non-compliance with any such surviving Intercompany Agreement costs and expenses incurred by any of the Acquired Companies to the extent arising or occurring on or prior to the Closing Date, except in respect of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and records, and (ii) any rights that Seller or any of its Affiliates in using such efforts); such coverage determination to be governed by and construed in accordance with the terms and conditions of the relevant Seller Occurrence Policy. The Company or its Subsidiary (other than as the Acquired Companiescase may be) may have shall provide prompt written notice to Seller after receiving notice of any Potential Claim. Purchaser, the Company and its Subsidiary shall be solely responsible for the amount of any deductible or retention amount applicable to any Potential Claim under any Seller Occurrence Policy. Seller agrees not to, and to cause its Subsidiaries not to, voluntarily relinquish, terminate, accelerate buy out or cancel reduce the benefits under any such surviving Intercompany Agreements relating toSeller Occurrence Policies with respect to any Potential Claim. With respect to any litigation matter pending as of the date hereof, arising out Seller shall use commercially reasonable efforts to seek the maximum recovery or allow Purchaser to seek recovery under the Seller Occurrence Policies, and reasonably cooperate with Purchaser if it seeks recovery, with respect to such litigation matters and shall remit any proceeds actually recovered therefrom (net of the cost and expense incurred by Seller 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 Acquired Companies occurring on its Subsidiaries with respect to any such recovery) to Purchaser or prior to the Closing Date or (B) any action or omission by any of the Acquired Companies occurring prior to its designee. From and after the Closing. (d) , Seller shall not, and shall cause its Affiliates Subsidiaries not to, seek make any damages with adjustments to any premium or loss allocations in respect of the Business without the prior consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). (c) For a period of five (5) years following the Closing Date, Purchaser and Seller shall, and shall cause their respective Affiliates to, reasonably cooperate with each other in the defense or revokesettlement of all lawsuits involving the Business by providing the other party and such party’s legal counsel and other designated Persons reasonable access to their respective books and records and other information related to the Business as such other party may reasonably request, terminate to the extent the same are maintained or rescind under control of the requested party. The requesting party shall reimburse the other party for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) paid to third parties in performing its obligations under this Section 6.2(c). (d) Each Hub Group Company and/or any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part), in each case, as a result of their respective post-Closing Affiliates are intended third party beneficiaries of this Section 6.2. Without limiting the right of any such Persons under this Agreement, Seller may enforce the rights of the matters waived pursuant to each of them under this Section 7.07(c)6.2.

Intercompany Arrangements. (a) 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 Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following As of the Closing, the Acquired Companies coverage under all insurance policies maintained by Sellers or any of their Affiliates related to the Company and/or any of its Subsidiaries shall have no further Liability cease and continue in force only for the benefit of Sellers and their Affiliates (other than the Company and its Subsidiaries) with respect to occurrences from and after the Closing; provided, that coverage under such Intercompany Agreementsinsurance policies shall continue in force for the benefit of the Company, and its Subsidiaries with respect to occurrences prior to the Closing Date in accordance with the terms of such insurance policies. Buyer agrees to arrange for its own account insurance policies with respect to the Company and its Subsidiaries covering all periods beginning from and after the Closing and agrees not to seek (and to cause the Company and its Subsidiaries not to seek from and after the Closing), through any means, to benefit from any of the insurance policies maintained by Sellers or any of their Affiliates which may provide coverage for claims relating in any way to the Company and/or any of its Subsidiaries, other than such claims with respect to occurrences prior to the Closing Date which shall continue following the Closing to be covered by Sellers and their Affiliates pursuant to the terms of the applicable insurance policies. ▇▇▇▇▇ further acknowledges and agrees that Buyer, the Company or any of its Subsidiaries shall not be entitled to any reimbursement or repayment of premiums paid by the Company or any of its Subsidiaries under any insurance policies for which coverage is being terminated as of Closing. (b) Except for any services provided pursuant Sellers shall settle, by dividends, whether actual or deemed, by capital contributions, whether actual or deemed, or otherwise, as the case may be, in a manner determined by Sellers, all inter-company receivables and/or payables outstanding between Sellers and their Affiliates (other than the Company and its Subsidiaries) on the one hand, and the Company and its Subsidiaries on the other hand, prior to the Transition Services Agreement and any other applicable Transaction Agreements, as of and following the Closing, Seller and its Affiliates shall have no further obligation to provide any ancillary or corporate shared services to the Acquired CompaniesClosing Date. (c) With respect to each surviving Intercompany Agreement, Seller, on behalf of itself Sellers shall cause all agreements between Sellers and its their Affiliates (other than the Acquired Companies)Company and its Subsidiaries) on the one hand, hereby waives (iand the Company and its Subsidiaries on the other hand, other than those agreements listed on Section 6.11(c) any breach by, default under or non-compliance with any such surviving Intercompany Agreement by any of the Acquired Companies Disclosure Schedule, to the extent arising or occurring on or prior to the Closing Date, except in respect of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and 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 Acquired Companies occurring be terminated on or prior to the Closing Date or (B) without any action or omission by any of the Acquired Companies occurring prior continuing liability to the Closing. (d) Seller shall notCompany and its Subsidiaries, and shall cause its Affiliates not to, seek any damages with respect to, all resulting payments to be settled on or revoke, terminate or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part), in each case, as a result of any of before the matters waived pursuant to Section 7.07(c)Closing Date.

Intercompany Arrangements. (a) Except as set forth on Schedule 6.7 (and except for the Transition Services Agreement), effective as of the Closing, (i) otherwise contemplated by the Transaction Agreementsall services (including cash management and treasury, (iiaccounting, tax, insurance, human resources and employee benefits, environmental, banking, legal, data network and other services) 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 Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant to the Transition Services Agreement and Company or any other applicable Transaction Agreements, as of and following the Closing, Seller and its 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, Seller, on behalf of itself and its Affiliates (other than the Acquired Companies), hereby waives (i) any breach by, default under or non-compliance with any such surviving Intercompany Agreement Subsidiaries by any of the Acquired Companies to the extent arising Former ▇▇▇▇▇ Group Company, including any agreements or occurring on or prior to the Closing Date, except in understandings with respect of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and recordsthereto, and (ii) any rights that Seller other agreements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Former ▇▇▇▇▇ Group Company, on the other hand, as in effect as of the Closing and under which there is any future material payment obligation that survives the Closing, will, in each case of the foregoing clauses (i) and (ii), immediately terminate effective as of the Closing without any further action on the part of the parties thereto and, except for any liabilities or obligations with respect thereto reflected in the finalized calculation of Net Working Capital pursuant to this Agreement, none of the Company or any of its Subsidiaries, on the one hand, or any Former ▇▇▇▇▇ Group Company or any of its post-Closing Affiliates, on the other hand, shall have any further liability or obligation with respect to any such terminated agreement or understanding. Without limiting the generality of the foregoing, as of the Closing, the coverage under all insurance policies maintained by Seller, any Former ▇▇▇▇▇ Group Company and/or any of their respective post-Closing Affiliates related to the Company and/or any of its Subsidiaries (other than than, for the Acquired Companies) may have to terminateavoidance of doubt, accelerate insurance policies maintained by the Company or cancel under such surviving Intercompany Agreements relating to, arising out an of or its Subsidiaries in connection with (A) any “change of control,” “change in control” or similar phrase or concept as defined in such surviving Intercompany Agreement of which any of the Acquired Companies occurring on foregoing Persons are the exclusive named insureds) shall continue in force only for the benefit of Seller and its post-Closing Affiliates and not for the benefit of Purchaser or prior to its Affiliates (including, after the Closing Date or (B) any action or omission by Closing, any of the Acquired Companies occurring prior Company and its Subsidiaries). Purchaser agrees to arrange for its own account insurance policies with respect to the Company and its Subsidiaries covering all periods beginning from and after the Closing and agrees not to seek (and to cause the Company and its Subsidiaries not to seek from and after the Closing. (d) Seller shall not, and shall cause its Affiliates not to, seek any damages with respect to, or revoke, terminate or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part), in each casethrough any means, as a result of to benefit from any of the matters waived pursuant insurance policies maintained by Seller, any Former ▇▇▇▇▇ Group Company and/or any of their respective post-Closing Affiliates which may provide coverage for claims relating in any way to the Company and/or any of its Subsidiaries. Each Former ▇▇▇▇▇ Group Company and/or any of their respective post-Closing Affiliates are intended third party beneficiaries of this Section 7.07(c)6.7. Without limiting the right of any such Persons under this Agreement, Seller may enforce the rights of each of them under this Section 6.7.

Intercompany Arrangements. (a) 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 Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following As of the Closing, the Acquired Companies shall have no further Liability coverage under such Intercompany Agreements. (b) Except for all insurance policies maintained by Seller or any services provided pursuant of its Affiliates related to the Transition Services Agreement Company and/or any of its Subsidiaries shall cease and any other applicable Transaction Agreements, as continue in force only for the benefit of and following the Closing, Seller and its 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, Seller, on behalf of itself and its Affiliates (other than the Acquired CompaniesCompany and its Subsidiaries); provided, hereby waives (i) any breach by, default that coverage under or non-compliance with any such surviving Intercompany Agreement by any insurance policies shall continue in force for the benefit of the Acquired Companies Company and its Subsidiaries with respect to the extent arising or occurring on or occurrences prior to the Closing DateDate in accordance with the terms of such insurance policies. Buyer agrees to arrange for its own account insurance policies with respect to the Company and its Subsidiaries covering all periods beginning from and after the Closing and agrees not to seek (and to cause the Company and its Subsidiaries not to seek from and after the Closing), except in respect through any means, to benefit from any of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and records, and (ii) any rights that insurance policies maintained by Seller or any of its Affiliates which may provide coverage for claims relating in any way to the Company and/or any of its Subsidiaries, other than such claims with respect to occurrences prior to the Closing Date which shall continue following the Closing to be covered by Seller and its Affiliates pursuant to the terms of the applicable insurance policies. Buyer further acknowledges and agrees that Buyer, the Company or any of its Subsidiaries shall not be entitled to any reimbursement or repayment of premiums paid by the Company or any of its Subsidiaries under any insurance policies for which coverage is being terminated as of Closing. (b) Seller shall settle, by dividends, whether actual or deemed, by capital contributions, whether actual or deemed, or otherwise, as the case may be, in a manner determined by Seller, all inter-company receivables and/or payables outstanding between Seller and its Affiliates (other than the Acquired CompaniesCompany and its Subsidiaries) may have on the one hand, and the Company and its Subsidiaries on the other hand, prior to terminatethe Closing Date. (c) Seller shall cause all agreements between Seller and its Affiliates (other than the Company and its Subsidiaries) on the one hand, accelerate or cancel under such surviving Intercompany Agreements relating toand the Company and its Subsidiaries on the other hand, arising out of or in connection with (Aother than those agreements listed on Section 6.14(c) any “change of control,” “change in control” or similar phrase or concept as defined in such surviving Intercompany Agreement of any of the Acquired Companies occurring Company Disclosure Schedule, to be terminated on or prior to the Closing Date and all resulting payments to be settled on or (B) any action or omission by any of before the Acquired Companies occurring prior to the ClosingClosing Date. (d) Seller has informed Buyer that Seller or one of its Subsidiaries has caused to be issued, for the benefit of the Company and/or its Subsidiaries, the letters of credit listed on Section 6.14(d) of the Company Disclosure Schedule (the “Existing Letters of Credit”). Effective as of the Closing, provided that Seller has given to Buyer sufficient information to allow Buyer to do so, Buyer shall notuse commercially reasonable efforts to substitute replacement letters of credit (“Replacement Letters of Credit”) for the Existing Letters of Credit and arrange for return and cancellation of the Existing Letters of Credit without further liability to Seller, and shall cause its Affiliates not to, seek any damages with respect to, the Company or revoke, terminate or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part), in each case, as a result of any of its Subsidiaries; provided, however, that if Seller has not provided such sufficient information to Buyer prior to the matters waived pursuant Closing, Buyer will use commercially reasonable efforts to substitute the Replacement Letters of Credit following the Closing as soon as practicable after Seller provides such sufficient information to Buyer. (e) Prior to Closing, Seller shall transfer to the Company or its Subsidiaries, the Company Intellectual Property set forth on Section 7.07(c)6.14(e) of the Company Disclosure Schedule.

Intercompany Arrangements. (a) Except as provided in Section 4.9(a)(i) of the Seller Disclosure Schedule, all intercompany accounts receivable or accounts payable (iother than trade receivables or payables incurred in the ordinary course of business arising pursuant to Contracts set out in Section 4.9(a)(ii) otherwise contemplated by of the Transaction AgreementsSeller Disclosure Schedule) between the Company and/or the Company Subsidiaries, (ii) set forth in Schedule 7.07 or (iii) otherwise agreed by Seller and Buyer, Seller shallon the one hand, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant to the Transition Services Agreement and any other applicable Transaction Agreements, as of and following the Closing, Seller and its 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, Seller, on behalf of itself and its Affiliates (other than the Acquired CompaniesCompany and the Company Subsidiaries), hereby waives (i) any breach byon the other hand, default under or non-compliance with any such surviving Intercompany Agreement by any of the Acquired Companies to the extent arising or occurring on or shall be eliminated prior to the Closing Dateby repayment, except book entry, capital contribution, distribution, creation of an intercompany loan between the Company and/or the Company Subsidiaries, forgiveness, or any combination of the foregoing, at Seller’s sole and absolute discretion, without any consideration to any party and without the need for any further documentation. Notwithstanding anything herein to the contrary, in no event shall the elimination of an account receivable or account payable in accordance with to this Section 4.9(a) be deemed a breach or violation of any provision of this Agreement. (b) With effect from the Closing, Seller (i) hereby waives on its own behalf and on behalf of its Affiliates, to the fullest extent permitted under Law, any and all claims (other than claims arising from fraud, willful misconduct or willful concealment by Purchaser or its Affiliates), Liabilities and amounts owed by each member of the Group to Seller and its Affiliates in respect of Liabilities specifically recorded in a general ledger account any Contracts, covenants, agreements, commitments, actions or in omissions made or taken prior to the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the books and records, Closing; and (ii) any rights that Seller or any of its Affiliates (other than the Acquired Companies) may have undertakes not 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 Acquired Companies occurring on or prior to the Closing Date or (B) any action or omission by any of the Acquired Companies occurring prior to the Closing. (d) Seller shall notmake, and shall cause procure that its Affiliates shall not tomake, seek any damages with claims in respect toof any such amounts or Liabilities; provided that this Section shall not apply to any claims, amounts or demands owed or made, pursuant to any Ancillary Agreement or the Distribution Agreement, or revoke, terminate trade receivables or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not payables incurred in full force and effect or is invalid or unenforceable (the ordinary course of business arising pursuant to Contracts set out in whole or in part), in each case, as a result of any Section 4.9(a)(ii) of the matters waived pursuant to Section 7.07(c)Seller Disclosure Schedule.

Intercompany Arrangements. (a) 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 Closing all Intercompany Agreements, after giving effect to Section 7.06, such that, following the Closing, the Acquired Companies shall have no further Liability under such Intercompany Agreements. (b) Except for any services provided pursuant Contracts involving amounts that are not material to the Transition Services Agreement Business and any other applicable Transaction Agreements, as of and following the Closing, Seller and its 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, Seller, on behalf of itself and its Affiliates (other than the Acquired Companies)Transaction Documents and the Contracts contemplated thereby, hereby waives (i) any breach by, default under or non-compliance with any such surviving Intercompany Agreement by any the Organizational Documents of the Acquired Purchased Companies to the extent arising or occurring on or and any Contracts that will be terminated prior to the Closing Datein compliance with Section 5.2, except in respect Section 3.16(a) of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in Seller Disclosure Schedules lists all Contracts (i) between any Purchased Company on the books and recordsone hand, and (iiA) any rights that Seller or any of its Affiliates (other than the Acquired Companies) may have to terminateany Purchased Company), 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 Acquired Companies occurring on or prior to the Closing Date or (B) any action Person directly or omission indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of Seller or any of its Affiliates (other than any Purchased Company), (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by Seller or any of its Affiliates (other than any Purchased Company) or (D) any director or officer of Seller or any of its Affiliates (other than any Purchased Company) or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act of 1934) of any such director or officer, on the other hand (each such Contract described in the foregoing, a “Related Party Agreement”). (b) Section 3.16(b) of the Seller Disclosure Schedules contains a true and complete list in all material respects of all intercompany balances as of December 29, 2018 between Seller and its Affiliates (other than any Purchased Company), on the one hand, and a Purchased Company, on the other hand, other than any such intercompany balances that will be included on the Closing Statement. Since December 29, 2018, there has not been any material accrual of Liability by any Purchased Company to Seller or any of its Affiliates (other than any Purchased Company), or any material accrual of Liability by Seller or any of its Affiliates (other than any Purchased Company) to any Purchased Company, except as will be included on the Acquired Companies occurring Closing Statement or, with respect to the period prior to the Closing. (d) Seller shall not, and shall cause its Affiliates not to, seek any damages with respect to, or revoke, terminate or rescind any surviving Intercompany Agreement or otherwise claim that any surviving Intercompany Agreement is not in full force and effect or is invalid or unenforceable (in whole or in part)date of this Agreement, in each case, as a result the ordinary course of any of the matters waived pursuant to Section 7.07(c)business consistent with past practice.