Intercompany Accounts; Guaranties Sample Clauses

Intercompany Accounts; Guaranties. (a) Except as otherwise provided in Section 5.15, (i) prior to the Effective Time, no Business Entity shall repay (A) any indebtedness or other payable owing to Diageo or any Continuing Affiliate or (B) any other indebtedness except as required by the terms thereof and (ii) effective as of the Effective Time, all intercompany receivables, payables, loans and investments then existing between Diageo or any Continuing Affiliate, on the one hand, and the Business Entities, on the other hand, shall be settled by way of capital contribution (with respect to intercompany payables or loans due to Diageo or any Continuing Affiliate) or by way of dividend in kind (with respect to receivables of any Business Entity owed by Diageo or any Continuing Affiliate).
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Intercompany Accounts; Guaranties. 42 Section 5.7. Subsidiary Purchase Agreements.................................42 Section 5.8. Allocation; Structure of Subsidiary Purchases..................42 Section 5.9. No Solicitation................................................43 Section 5.10. Proxy Statement; Diageo Circular...............................44 -ii-
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Intercompany Accounts; Guaranties. (a) Except as otherwise provided in Section 5.15, (i) prior to the Effective Time, no Business Entity shall repay (A) any indebtedness or other payable owing to Diageo or any Continuing Affiliate or (B) any other indebtedness except as required by the terms thereof and (ii) effective as of the Effective Time, all intercompany receivables, payables, loans and investments then existing between Diageo or any Continuing Affiliate, on the one hand, and the Business Entities, on the other hand, shall be settled by way of capital contribution (with respect to intercompany payables or loans due to Diageo or any Continuing Affiliate) or by way of dividend in kind (with respect to receivables of any Business Entity owed by Diageo or any Continuing Affiliate). (b) General Xxxxx shall use its reasonable best efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Diageo or any Continuing Affiliate, effective as of the Closing, in respect of all obligations of Diageo and any Continuing Affiliate under each of the material guaranties, bonding arrangements, letters of credit and letters of comfort given by Diageo or any of its Continuing Affiliates for the benefit of the Business Entities, which material guaranties, performance bonds, letters of credit and letters of comfort are set forth in Schedule 5.6 of the Diageo Disclosure Schedule. Diageo shall use its reasonable best efforts to cause itself or one or more of the Continuing Affiliates to be substituted in all respects for any Business Entity, effective as of the Closing, in respect of all obligations of any Business Entity under each material guaranty, bonding arrangement, letter of credit and letter of comfort given by any of the Business Entities for the benefit of Diageo or any of the Continuing Affiliates and not related to the Business. A-35 <PAGE> Section 5.7.
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Intercompany Accounts; Guaranties. 15 Section 1.14. Optional Restructuring .......................................................... 15 Section 1.15.
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Intercompany Accounts; Guaranties. (a) On or prior to the Closing Date, all intercompany accounts between the Company, on the one hand, and the Seller and its affiliates, on the other hand, shall be converted into equity without any payment of funds in connection therewith. The Buyer shall use its reasonable best efforts to cause itself or the Company to be substituted in all respects for the Seller, effective as of the Closing, in respect of all obligations of the Seller under each of the Guaranties (as hereinafter defined). If the Buyer is unable to effect such a substitution with respect to any Guaranty after using all reasonable efforts to do so, the Buyer shall at its option either (i) obtain letters of credit, on terms and from financial institutions reasonably satisfactory to the Seller, with respect to the obligations covered by each of the Guaranties for which the Buyer does not effect such substitution or (ii) indemnify the Seller for its obligations under the Guaranties as set forth in Section 7.3.
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Intercompany Accounts; Guaranties. (a) Other than as set forth on Schedule 5.6(a) to the Seller Disclosure Letter, all intercompany (i) accounts between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be paid in full in cash or terminated without liability on or prior to the Closing Date; (ii) Indebtedness between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be paid in full in cash or terminated without liability prior to the Closing Date; and (iii) subject to Section 5.3(b), Contracts between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be terminated without liability on or prior to the Closing Date.
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Intercompany Accounts; Guaranties. (a) Other than the EMASS/Xxxx Loan, which shall expressly be permitted, effective as of the Closing, all intercompany receivables or payables and loans then existing between Seller, on the one hand, and the Company or any of the Subsidiaries, on the other hand, shall be settled by way of capital contribution (with respect to intercompany payables or loans due to Seller or any Non-Robotic Tape affiliate) or by way of adjustment to the Initial Purchase Price as set forth in Section 2.4.
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Related to Intercompany Accounts; Guaranties

  • Intercompany Accounts 6 Section 3.05.

  • Settlement of Intercompany Accounts Each Intercompany Account outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the Ensign Group and the Pennant Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.

  • Cash Accounts, Deposits and Money Movements Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.

  • Financial Accounts Exhibit E, as may be updated by the Borrower in a written notice provided to Agent after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

  • Reporting Obligations of L/C Issuers Each L/C Issuer agrees to provide the Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

  • Deposit Accounts; Securities Accounts The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof are those listed on Schedule 6 (Bank Accounts; Control Accounts), which sets forth such information separately for each Grantor.

  • Deposit Accounts, Securities Accounts and Commodity Accounts Attached hereto as Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Pledgor, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account.

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