Common use of Intercompany Arrangements Clause in Contracts

Intercompany Arrangements. (i) Seller and Purchaser acknowledge and agree that, except as specifically agreed by them in writing, prior to the Closing for each Country Unit, all Applicable Intercompany Arrangements for such Country Unit shall be terminated and all related intercompany balances shall be settled, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit (other than any Applicable 30 Days’ Trade Accounts Payable or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unit, Seller shall use reasonable best efforts to terminate and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment to Seller or its Subsidiaries (other than the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Payable) or receives from Seller or its Subsidiaries (other than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Receivable), there shall be a net cash settlement between Purchaser and Seller to fully reverse such payments promptly following such Closing in connection with the settlement and termination of such Applicable Intercompany Arrangement. (ii) Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that (A) all Intercompany Arrangements to which a Country Unit for which there has not been a Closing is a party shall remain in full force and effect until the Closing for such Country Unit and (B) Purchaser shall, or shall cause any Country Unit for which a Closing has occurred to, enter into any arrangement with Seller or any of its Subsidiaries consistent with past practice, in each case to the extent necessary to allow Seller to conduct the Business in the ordinary course through each Country Unit for which there has not been a Closing until the applicable Closing with respect to such Country Unit.

Intercompany Arrangements. Notwithstanding anything herein to the contrary, it is understood and agreed as follows: (a) Prior to the Closing, Seller and the Companies may cause the transfer or sweep, including through intercompany dividends or distributions made in compliance with Applicable Law, of the Company Group’s Cash (including Cash the transfer of which would result in Tax, if applicable and to the extent in compliance with Applicable Law, but excluding any Trapped Cash and any cash in respect of which there is not sufficient surplus, capital, retained earnings or similar concept in order to permit such distribution or dividend in accordance with Applicable Law) to Seller or its Affiliates, with the intention that the Closing Cash be as close to zero as reasonably practicable. (b) Prior to the Closing, Seller and the Companies shall cause the Intercompany Debt to be extinguished in its entirety in accordance with Applicable Law (including through a dividend or capital contribution). (c) Prior to the Closing, Seller and the Companies shall cause the Intercompany Assets to be extinguished in their entirety in accordance with Applicable Law (including through a dividend or capital contribution). (d) Effective as of the Closing, other than (x) pursuant to this Agreement, including Section 8.3, the Company Ancillary Agreements, the Seller Ancillary Agreements or the Acquiror Ancillary Agreements and (y) as otherwise set forth in Schedule 6.7 of the Company Disclosure Letter, (i) Seller shall cause all Intercompany Contracts to be terminated, without any party or their respective Affiliates having any continuing obligations or benefits thereunder and Purchaser acknowledge and agree that, except as specifically agreed by them in writing, prior to the Closing for each Country Unit, all Applicable Intercompany Arrangements for such Country Unit shall be terminated and all related intercompany balances shall be settled, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit (other than any Applicable 30 Days’ Trade Accounts Payable or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unit, Seller shall use reasonable best efforts to terminate and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment to Seller or its Subsidiaries (other than the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Payable) or receives from Seller or its Subsidiaries (other than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Receivable), there shall be a net cash settlement between Purchaser and Seller to fully reverse such payments promptly following such Closing in connection with the settlement and termination of such Applicable Intercompany Arrangement. (ii) Notwithstanding anything in this Agreement the Company Group shall no longer receive any benefits or have any obligations under any Shared Contracts. Seller shall, and shall cause its Affiliates to, waive any termination, acceleration, consent or other rights adverse to the contrary, Seller and Purchaser acknowledge and agree Company Group that (A) all would arise under any Intercompany Arrangements to which Contract listed on Schedule 6.7 of the Company Disclosure Letter as a Country Unit for which there has not been a Closing is a party shall remain in full force and effect until result of the Closing for such Country Unit and (B) Purchaser shall, or shall cause any Country Unit for which a Closing has occurred to, enter into any arrangement with Seller or any consummation of its Subsidiaries consistent with past practice, in each case to the extent necessary to allow Seller to conduct the Business in the ordinary course through each Country Unit for which there has not been a Closing until the applicable Closing with respect to such Country Unittransactions contemplated hereby.

Intercompany Arrangements. (ia) Seller and Purchaser acknowledge and agree that, except as specifically agreed by them in writing, Immediately prior to the Closing for each Country UnitClosing, all Applicable Intercompany Arrangements for such Country Unit shall be terminated and all related intercompany balances shall be settled, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in without any further act required by any of the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit (other than any Applicable 30 Days’ Trade Accounts Payable or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unitparties hereto, Seller shall use reasonable best efforts to cancel and terminate those payables and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment other Debt owed by Company to Seller or its Subsidiaries (as set forth in Section 6.8(a) of the Company Schedule and Company shall cancel and terminate those payables and other than the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Payable) or receives from Seller or its Subsidiaries (other than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Receivable), there shall be a net cash settlement between Purchaser and Debt owed by Seller to fully reverse such payments promptly following such Closing Company as set forth in connection with Section 6.8(a) of the settlement and termination of such Applicable Intercompany ArrangementCompany Schedule. (iib) Notwithstanding anything Other than agreements expressly provided for in this Agreement to the contraryAgreement, Seller Seller, on behalf of itself and Purchaser its affiliates, and Purchaser, on behalf of itself and its affiliates, hereby acknowledge and agree that after the Closing Date, all agreements listed in Section 2.22(b) of the Company Schedule and any other agreements, contracts or arrangements (Aexcluding payables and other Debt) all Intercompany Arrangements between Seller on the one hand the Company or the Subsidiaries on the other hand shall terminate automatically as of the Closing Date, without any penalty or liability to which Seller or Company. To the extent a Country Unit for which there has terminated agreement contains any provision regarding penalties or liabilities upon a termination, the non-terminating party shall waive in full such penalties or liabilities in favor of the terminating party. Notwithstanding the foregoing, any arrangements between Seller on the one hand and Purchaser or Company on the other hand pursuant to the Transition Services Agreement shall not been a Closing is a party be subject to the provisions of this Section 6.8 and shall remain in full force and effect until pursuant to the Closing for such Country Unit applicable terms set forth in the Transitional Services Agreement. (c) Prior to Closing, Seller shall payoff all outstanding payment obligations of Company and Subsidiaries as it relates to acquisitions made by Seller, Company or Subsidiaries prior to the date hereof (B"Previous Acquisitions") Purchaser shall, or and shall cause such obligations to be discharged and shall use diligence and good faith efforts to obtain from the appropriate third parties full releases in connection with any Country Unit for which a Closing has occurred tosecurity agreements, enter into any arrangement with Seller guaranties or any indemnities made by Company or Subsidiaries in favor of its Subsidiaries consistent with past practiceSeller, in each case to the extent necessary to allow Seller to conduct the Business in the ordinary course through each Country Unit for which there has including but not been a Closing until the applicable Closing with respect limited to such Country Unitsecurity agreements, guaranties and indemnities in connection with Previous Acquisitions.

Intercompany Arrangements. (ia) Seller and Purchaser acknowledge and agree that, except as specifically agreed by them in writing, At or prior to the Closing Closing, the Seller Parties shall, and shall cause their Affiliates to, take all actions necessary to settle, discharge, terminate, extinguish or otherwise eliminate all Contracts, indebtedness for borrowed money or other property, loans, performance obligations, payment obligations, investments, accounts, transactions or other arrangements existing between and among the Company, on the one hand, and a Seller Party or any of its Affiliates (other than the Company), on the other hand (each, an “Intercompany Arrangement”), effective as of Closing, in a manner reasonably satisfactory to Buyer such that none of Buyer or any of its Affiliates (including, following the Closing, the Company) shall have any further liabilities therefor or thereunder or rights therein or thereto, subject to Section 4.17(b). (b) At or prior to the Closing, the Seller Parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to attempt to assign each Country UnitContract set forth in Part 4.17(b) of the Disclosure Schedule (each an “Acquired Business Purchase Order”) to the Company, all Applicable Intercompany Arrangements for effective as of Closing, and the Company will assume the obligations under any such Country Unit shall be terminated and all related intercompany balances shall be settled, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit Acquired Business Purchase Orders so assigned (other than any Applicable 30 Days’ Trade Accounts Payable obligation to pay a sales commission or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unit, Seller shall use reasonable best efforts to terminate and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior other amount to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment to Seller or its Subsidiaries (other than the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Payable) or receives from Seller or its Subsidiaries (other than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts ReceivableParty Affiliate), there shall be a net cash settlement between Purchaser and Seller to fully reverse such payments promptly following such Closing in connection with the settlement and termination of such Applicable Intercompany Arrangement. (ii) Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that (A) all Intercompany Arrangements to which a Country Unit for which there has not been a Closing is a party shall remain in full force and effect until the Closing for such Country Unit and (B) Purchaser shall, or shall cause any Country Unit for which a Closing has occurred to, enter into any arrangement with Seller or any of its Subsidiaries consistent with past practice, in each case case, in a manner reasonably satisfactory to Buyer. If any Acquired Business Purchase Order is not assigned pursuant to the extent necessary preceding sentence, then the Seller Parties shall cause their applicable Affiliates to allow enter into a mutually agreeable arrangement (as applicable, each a “Purchase Order Agreement”) with the Company under which (i) the Company would obtain the benefits of such Acquired Business Purchase Order, including payment to the Company of payments received by such Seller Party Affiliate under any such Acquired Business Purchase Order, (b) the Company would assume the Liabilities under any such Acquired Business Purchase Order, including payment to conduct the Business in the ordinary course through each Country Unit for which there has not been a Closing until the applicable Closing with respect Seller Party Affiliate by the Company of any such Liabilities that are payment obligations to a third party under any such Country UnitAcquired Business Purchase Order, (c) Seller Parties (or their applicable Affiliate) would enforce at the reasonable request of the Company, at the Company’s cost and expense, and for the account of the Company, any rights of such Seller Party (or its Affiliate) arising under any such Acquired Business Purchase Order and (d) the Company would reimburse the Seller Parties and their Affiliates for their expenses incurred in continuing to perform under any such Acquired Business Purchase Order.

Intercompany Arrangements. (i) Seller Except as expressly required by Article I or the Pre-Closing Restructuring, with respect to all Torch Intercompany Contracts, whether or not the receivables and Purchaser acknowledge and agree thatpayables thereunder are reflected in Section 5.16 of the Torch Disclosure Letter, except as specifically agreed by them in writing, all receivables or payables existing prior to the Closing for each Country Unitfrom or to, all Applicable Intercompany Arrangements for such Country Unit shall be terminated and all related intercompany balances shall be settledas applicable, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit (other than any Applicable 30 Days’ Trade Accounts Payable Torch or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unit, Seller shall use reasonable best efforts to terminate and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment to Seller or its Subsidiaries (other than any ContentCo Entity), on the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (one hand, and any of the ContentCo Entity, on the other than an Applicable 30 Days’ Trade Accounts Payable) hand, shall be paid off or receives from Seller settled or its Subsidiaries (other otherwise terminated not later than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Receivable), there shall be a net cash settlement between Purchaser and Seller to fully reverse such payments promptly following such Closing in connection with close of business on the settlement and termination of such Applicable Intercompany Arrangement. (ii) Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that (A) all Intercompany Arrangements to which a Country Unit for which there has not been a Closing is a party shall remain in full force and effect until day before the Closing for such Country Unit Date, and (B) Purchaser shall, or shall cause any Country Unit for which a Closing has occurred to, enter into any arrangement with Seller or neither United nor any of its Subsidiaries consistent with past practiceshall have any liability or obligation for such receivables and payables from and after such time. From time to time prior to the Closing and during the twelve (12)-month period thereafter, each of United and Torch may identify by written notice (in such capacity, the “Notifying Party”) to any Torch Intercompany Contracts (for the avoidance of doubt, excluding any Ancillary Agreement or any other agreement contemplated thereby) that the Notifying Party believes in good faith are not on arms’ length terms. For the thirty (30)-day period following delivery of any such notice, Torch and United shall engage in good faith negotiations to agree to the amendment, assignment, replacement or termination of any such Torch Intercompany Contract (effective upon the Closing, in the event of any such negotiations prior to the Closing). In the event the parties are unable to reach such an agreement by the end of such thirty (30)-day period, Torch and United shall jointly retain a mutually agreeable independent expert (the “Third Party Expert”) to determine whether such Torch Intercompany Contract is on arms’ length terms and, to the extent it is not, prescribe such amendments and modifications that would be necessary to cause such Torch Intercompany Contract to be on arms’ length terms (the “Required Amendments”). The Third Party Expert shall be instructed by Torch and United to make its determination within 30 days following its engagement. Torch and United shall cooperate and timely respond to any reasonable requests for information from the Third Party Expert. If the Third Party Expert determines that such Torch Intercompany Contract is not on arms’ length terms, the Notifying Party may in its sole discretion require the other party to (and to cause its Subsidiaries to) either (i) amend such Torch Intercompany Contract to reflect the Required Amendments or (ii) terminate such Torch Intercompany Contract, in each case effective upon the later of the Closing and thirty (30) days of the determination of the Third Party Expert (provided, that, in the event of any such termination, United and Torch shall cooperate reasonably and in good faith to identify and transition in an orderly manner to any replacement or alternative arrangements as may be reasonably necessary). The expenses of the Third Party Expert (or the portion thereof allocable to any Torch Intercompany Contract, if two or more Torch Intercompany Contracts are submitted to the extent necessary to allow Seller to conduct Third Party Expert) shall be paid by (A) the Business Notifying Party, if the Third Party Expert determines that such Torch Intercompany Contract is on arms’ length terms in all material respects, or (B) the ordinary course through other Party, if the Third Party Expert determines that such Torch Intercompany Contract is not on arms’ length terms in all material respects, in each Country Unit for which there has not been a Closing until case as determined by the applicable Closing with respect to such Country UnitThird Party Expert.

Intercompany Arrangements. (ia) The Seller and Purchaser acknowledge and agree that, except as specifically agreed by them in writing, prior shall cause all indebtedness of the Corporation or any of its Subsidiaries to the Closing for each Country Unit, all Applicable Intercompany Arrangements for such Country Unit shall be terminated and all related intercompany balances shall be settled, except for Applicable 30 Days’ Trade Accounts Payable and Applicable 30 Days’ Trade Accounts Receivable for such Country Unit which shall remain outstanding; provided that in the event that Seller cannot terminate and settle any Applicable Intercompany Arrangement in respect of a Country Unit (other than any Applicable 30 Days’ Trade Accounts Payable or any Applicable 30 Days’ Trade Accounts Receivable) prior to the Closing of such Country Unit, Seller shall use reasonable best efforts to terminate and settle such Applicable Intercompany Arrangement post-Closing on the same basis as if it had been terminated and settled prior to the applicable Closing (it being understood and agreed that to the extent a Country Unit after the Closing of such Country Unit makes any payment to Seller or its Subsidiaries (other than the Transferred Subsidiaries) pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Payable) or receives from Seller or its Subsidiaries (other than the Transferred Subsidiaries) any payment pursuant to such an unterminated Intercompany Arrangement (other than an Applicable 30 Days’ Trade Accounts Receivable), there shall be a net cash settlement between Purchaser and Seller to fully reverse such payments promptly following such Closing in connection with the settlement and termination of such Applicable Intercompany Arrangement. (ii) Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that (A) all Intercompany Arrangements to which a Country Unit for which there has not been a Closing is a party shall remain in full force and effect until the Closing for such Country Unit and (B) Purchaser shall, or shall cause any Country Unit for which a Closing has occurred to, enter into any arrangement with Seller or any of its Subsidiaries consistent with past practiceAffiliates (other than (i) any indebtedness of the Corporation or any Subsidiary to the Corporation or any Subsidiary, (ii) trade payables and (iii) the Safe Income Notes) to be capitalized, cancelled and extinguished in each case for the full amount owing thereunder, as of the Closing and for the Corporation and its Subsidiaries to be irrevocably and unconditionally discharged from any liabilities or obligations in respect of such indebtedness from and after the Closing. (b) As to any Intercompany Contract entered into on or prior to the extent necessary Closing Date that is not identified on Schedule 4.13(b) of the Seller Disclosure Letter or not a BCE Communications Agreement, the Seller acknowledges and agrees that, until the later of the Closing Date and 30 days following the date on which the Purchaser shall first have knowledge of such Intercompany Contract, the Purchaser and/or the Corporation shall have the right to allow Seller terminate such Intercompany Contract (without penalty to conduct the Business Corporation or any of its Subsidiaries) if the Purchaser shall determine in good faith that such Intercompany Contract contains provisions that are not arm’s-length commercial terms and are not in the ordinary course through each Country Unit for best interests of the Corporation or its Subsidiaries to continue in force and effect. (c) From and after the date hereof and until ten (10) days prior to the Closing Date, the Purchaser shall have the right to instruct the Corporation and the Seller, and the Seller shall cause its Affiliates (including, without limitation, the Corporation and its Subsidiaries), to amend or modify any Intercompany Contract set forth on Schedule 4.13(b) of the Seller Disclosure Letter that is identified by an asterisk (“*”) adjacent thereto to contain the provisions set forth on Schedule 4.13(c) attached hereto mutatis mutandis. (d) Without limiting any other provision in this Section 4.13, on or before the Closing Date, the Corporation shall enter into an Intercompany Contract with B▇▇▇ ExpressVu Limited Partnership, and the Seller shall cause the Corporation and B▇▇▇ ExpressVu Limited Partnership to enter into an Intercompany Contract, relating to the Corporation Satellite currently referred to as “Nimiq 5,” which there has not been a Closing until Intercompany Contract shall be in the applicable Closing with respect form thereof provided to such Country Unitthe Purchaser on or before the date hereof.