Common use of Termination of Existing Intercompany Agreements Clause in Contracts

Termination of Existing Intercompany Agreements. (a) Except as set forth in Section 3.03(b), all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution. If, as a result of mistake or oversight, any Intercompany Agreement, intercompany arrangement and/or course of dealings is terminated and cancelled pursuant to this Section 3.03, then, at the request of Ralcorp or Post, the Parties shall negotiate in good faith after the Distribution to determine whether, notwithstanding such termination and cancellation, such Intercompany Agreement, intercompany arrangement and/or course of dealings should continue following the Effective Time and the terms and conditions upon which the Parties may continue with respect thereto. (b) The provisions of Section 3.03(a) shall not apply to any of the following (or to any provisions thereof): (i) this Agreement and the Transaction Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Transaction Agreement to be entered into by any of the Post Parties and any of the Ralcorp Parties); (ii) any other Contracts that this Agreement or any Transaction Agreement expressly contemplates will survive the Distribution; (iii) any confidentiality or non-disclosure agreements among any of the Post Parties and any of the Ralcorp Parties or employees of either of them, including any obligation not to disclose proprietary or privileged information; (iv) all payables and receivables accrued and unpaid in the ordinary course of business of the Ralcorp Parties and the Post Parties pursuant to the Commercial Agreements prior to the Effective Time; or (v) any Contracts listed or described on Schedule 3.03(b).