Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Company, on the one hand, and the Seller and its Affiliates (other than the Company), on the other hand, shall be eliminated.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations (including all licenses under or to any Business IP, except for licenses granted under the Transition Services Agreement) between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, shall be eliminated or terminated, as applicable, except (a) for the arrangements described on Schedule 4.5 and (b) to the extent expressly provided for herein.
Elimination of Intercompany Items. Effective as of the Closing or, with respect to a Deferred Business, the applicable Local Closing Date, PKI shall cause (a) all payables, receivables, loans, notes, advances, liabilities and other obligations, regardless of their maturity, between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, including the Affiliate Business Arrangements (excluding any Ancillary Agreement), to be either (i) settled, discharged, offset, repaid or otherwise eliminated without liability or further obligation to any Acquired Company or the Business (including with respect to Taxes or withholding liability resulting from such elimination) or (ii) transferred to the applicable Buyer entity in the case of a payable or receivable related to trade activities of the Business incurred in the Ordinary Course of Business in the categories set forth on Schedule 4.5(a) and held by an Asset Seller where a corresponding receivable or payable, respectively, of an equal amount is held by an Acquired Company or will upon Closing be held by a Buyer nominee which purchased Acquired Assets or assumed Assumed Liabilities and (b) all Security Interests, guarantees or similar obligations of any Acquired Company, any of the assets or properties of an Acquired Company or any Acquired Asset securing any indebtedness or obligations of PKI or any of its Affiliates (other than the Acquired Companies) to be released, pursuant to customary documents in form reasonably acceptable to Buyer, except in each case, for the arrangements described on Schedule 4.5(b). As soon as reasonably practicable following the transfer of payables and/or receivables pursuant to Section 4.5(a)(ii), PKI shall provide Buyer a list of all such transferred payables and/or receivables (and the corresponding receivables and/or payables, as the case may be) together with reasonable supporting detail. At any time and from time to time after the Closing Date, as and when requested by Xxxxx (or any of the applicable Buyer entities), PKI shall reasonably cooperate with Buyer, its Affiliates and advisors in connection with the settlement of such payables and/or receivables and shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates, and shall take, or cause to be taken, all such further or other actions, in each case as are necessary to be executed or performed b...
Elimination of Intercompany Items. Effective as of the Closing, PKI shall cause (a) all payables, receivables, loans, notes, advances, liabilities and other obligations, regardless of their maturity, between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, including the Affiliate Business Arrangements (excluding any Ancillary Agreement), to be settled, discharged, offset, repaid or otherwise eliminated without liability or further obligation to any Acquired Company or the Business (including with respect to Taxes or withholding liability resulting from such elimination) and (b) all Security Interests, guarantees or similar obligations of any Acquired Company, any of the assets or properties of an Acquired Company or any Acquired Asset securing any indebtedness or obligations of PKI or any of its Affiliates (other than the Acquired Companies) to be released, pursuant to customary documents in form reasonably acceptable to Buyer, except in each case, for the arrangements described on Schedule 4.5.
Elimination of Intercompany Items. There are no outstanding payables, receivables, liabilities or other obligations pursuant to any intercompany transactions between or among any Business Subsidiary, on the one hand, and any Seller or its Subsidiaries (other than a Business Subsidiary), on the other hand.
Elimination of Intercompany Items. Effective as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date, all payables, receivables, liabilities and other obligations between the Company, on the one hand, and Seller and any of its subsidiaries (other than the Company), on the other hand, shall be eliminated without any party thereto having continuing obligations or liability to the other, except for the arrangements described on Section 5.07 of the Disclosure Schedule.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Companies, on the one hand, and the Sellers or any of their Affiliates (other than the Companies), on the other hand, shall be eliminated without any liability to, or other obligation of, the Companies, except to the extent (a) expressly provided for in this Agreement or (b) such payables, receivables, liabilities and other obligations relate to bona fide transactions entered into or conducted on substantially prevailing market terms at substantially prevailing market prices.
Elimination of Intercompany Items. Effective as of the Closing, Seller shall, and shall cause its Subsidiaries to, (i) settle all outstanding rights, liabilities and other obligations (including with respect to the payment of any outstanding payables and receivables) under, and thereafter terminate and eliminate all Related Party Contracts and other obligations (including all licenses under or to any Intellectual Property, except for licenses granted under the Transition Services Agreement) between a member of the Company Group, on the one hand, and Seller and any of its Subsidiaries (other than the Company Group), on the other hand (“Related Party Obligations”), except (a) for the arrangements described on Schedule 6.5 and (b) to the extent expressly provided for herein, and (ii) deliver to Buyer evidence of the termination of such Related Party Contracts and Related Party Obligations in form and substance reasonably acceptable to Buyer (all such terminations of which shall contain a release of claims with respect thereto in favor of the Company Group and their respective Affiliates), it being understood and agreed that from and after Closing no member of the Company Group shall have any ongoing liabilities or obligations of any nature whatsoever with respect to such Related Party Contracts and Related Party Obligations. The foregoing shall not apply to any Contracts or other obligations or arrangements between a third party, on the one hand, and one or more of Seller and any of its Affiliates, on the other hand, such as enterprise-wide licenses or similar arrangements.
Elimination of Intercompany Items. Prior to the transfer of any Transferred Subsidiary all payables, receivables, liabilities and other obligations between Seller, on the one hand, and such Transferred Subsidiary, on the other hand, shall be eliminated.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between any Acquired Company or Business Subsidiary, on the one hand, and Parent and any of its subsidiaries (other than any Acquired Companies and Business Subsidiaries) or another Acquired Company or Business Subsidiary, on the other hand, shall be eliminated.
