Common use of Intercompany Contracts Clause in Contracts

Intercompany Contracts. 7.1 The parties agree that, between the Original Agreement Date and the Separation Effective Time, the Purchaser and the Seller shall co-operate in good faith to agree a process to identify: (a) any and all agreements (whether documented or not) between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand) and agree the treatment of such agreements, including whether certain contracts shall be settled, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain agreements shall survive and remain in force on and from the Separation Effective Time; and (b) any and all intercompany receivables, payables, loans and other accounts between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand), other than the loan notes set out in the Loan Notes Repayment Schedule (as defined in the SPA) (the “Intercompany Balances”) and agree the treatment of such balances, including whether certain balances should be settled, waived, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain balances shall survive and remain on foot. 7.2 Where it is agreed pursuant to Clause 7.1(b) that an Intercompany Balance shall be waived, discharged or otherwise terminated other than by way of full settlement (including any non-cash settlement or set-off), the Seller shall indemnify and hold harmless the Company and each other member of the DivestCo Group, within twenty (@0) Business Days of receipt of a demand, from any Losses incurred or payable by the DivestCo Group (whether arising on, before or after the Separation Effective Time) in connection with such waiver, discharge or other termination.

Intercompany Contracts. 7.1 The parties agree that, between the Original date of this Agreement Date and the Separation Effective Time, the Purchaser and the Seller shall co-operate in good faith to agree a process to identify: (a) any and all agreements (whether documented or not) between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand) and agree the treatment of such agreements, including whether certain contracts shall be settled, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain agreements shall survive and remain in force on and from the Separation Effective Time; and (b) any and all intercompany receivables, payables, loans and other accounts between RemainCo Group members (on one hand) and DivestCo Group members (on the other hand), other than the loan notes set out in the Loan Notes Repayment Schedule (as defined in the SPA) (the “Intercompany Balances”) and agree the treatment of such balances, including whether certain balances should be settled, waived, discharged or otherwise terminated prior to the Separation Effective Time, or whether certain balances shall survive and remain on foot. 7.2 Where it is agreed pursuant to Clause 7.1(b) that an Intercompany Balance shall be waived, discharged or otherwise terminated other than by way of full settlement (including any non-cash settlement or set-off), the Seller shall indemnify and hold harmless the Company and each other member of the DivestCo Group, within twenty (@0) Business Days of receipt of a demand, Group from any Losses incurred or payable by the DivestCo Group (whether arising on, before or after the Separation Effective Time) in connection with such waiver, discharge or other termination.