Intercompany Agreements and Accounts. Except as otherwise provided in this Agreement or set forth in Section 5.7 of the Seller Disclosure Schedule, and excluding the Ancillary Agreements:
Intercompany Agreements and Accounts. Immediately prior to the Closing, Seller shall have caused all intercompany payables and receivables between any member of Seller Group on the one hand and the Transferred Companies on the other hand (other than ordinary course trade payables and receivables outstanding as of the Effective Time, which shall be included in Net Working Capital and which Buyer and Seller agree not to dispute (or setoff) and agree to pay according to the terms thereof) to be settled, and all intercompany agreements between any member of Seller Group on the one hand and the Transferred Companies on the other hand, other than the Transferred Affiliate Arrangements, to be terminated, without any further liability, payment or obligation on the part of the Transferred Companies or the Seller Group thereunder.
Intercompany Agreements and Accounts. (a) All contracts, commitments or other arrangements between any member of the Parent Group and any member of the Spinco Group in existence at the Assumption Time, pursuant to which any member of either Group makes payments in respect of Taxes to any member of the other Group or provides to any member of the other Group goods or services (including management, administrative, legal, financial, accounting, data processing, insurance or technical support), or the use of any Assets of any member of the other Group, or the secondment of any employee, or pursuant to which rights, privileges or benefits are afforded to members of either Group as affiliates of the other Group, shall terminate effective at the Assumption Time, except as specifically provided in this Agreement or in the Ancillary Agreements. From and after the Assumption Time, no member of either Group shall have any rights under any such contract, commitment or arrangement with any member of the other Group, except as specifically provided in this Agreement or in the Ancillary Agreements.
Intercompany Agreements and Accounts. Except as otherwise provided in this Agreement or set forth in Schedule 5.15 of the Disclosure Schedule, Seller shall take all actions necessary to terminate prior to or concurrent with the Closing all Intercompany Agreements. From and after the date hereof, all Seller Parties shall conduct all transactions with any Company or any Company Subsidiary only in the Ordinary Course of Business. At least ten (10) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a preliminary statement setting out in reasonable detail the calculation of all accounts (including all amounts owed or owing) between any Company or any Company Subsidiary, on the one hand, and Seller or any Seller Party, on the other hand, as of the Closing and, to the extent reasonably requested by Buyer, provide Buyer with supporting documentation to verify the underlying intercompany accounts and transactions. At the Closing Seller shall deliver a final statement of the calculation of such accounts determined as of the Closing Date. Subject to Section 5.25, the net amount of such intercompany accounts as shown on such final statement shall be paid in full by cash payment from Seller to one or more of the Companies or from one or more of the Companies to Seller, as the case may be, prior to or concurrent with the Closing.
Intercompany Agreements and Accounts. 52 SECTION 5.16 Additional Financial Statements..............................53 SECTION 5.17 Ancillary Agreements.........................................53 SECTION 5.18
Intercompany Agreements and Accounts. Effective as of immediately prior to Closing, except to the extent identified on Schedule 6.6, all agreements, loans, performance obligations, payment obligations and investments then existing with respect to the Business between Seller or any of its Affiliates, on the one hand, and the Business, on the other hand (all of which (a) are Contracts described in Schedule 3.19(a), (b) constitute intercompany accounts payable or intercompany accounts receivable or other similar intercompany assets or liabilities among Seller and its Subsidiaries with respect to the Business (all of which are excluded from Closing Working Capital) or (c) constitute Overhead and Shared Services) shall be terminated, forgiven or settled, including by way of capital contribution or by way of dividend in kind or otherwise as appropriate, pursuant to termination agreements, in form and substance reasonably acceptable to Buyer, without further Liability or obligation of the Business thereafter.
Intercompany Agreements and Accounts. (a) Immediately prior to the Closing, Sellers shall, and shall cause their respective Affiliates and Subsidiaries to, settle and terminate, effective as of the Closing Date, all Contracts between Sellers or any of their Affiliates and Subsidiaries (other than the Company and SSI), on the one hand, and any of the Company and SSI, on the other hand (other than the Call Center Agreement).
Intercompany Agreements and Accounts. Except for the Transaction Documents, the Assumed Intercompany Payables, the Assumed Intercompany Receivables and as specifically set forth Schedule 5.24 (a) all intercompany arrangements and agreements (whether written or oral) between Seller and its Affiliates (including any Conveyed Company), on one hand, and any one or more of the Conveyed Companies, on the other hand, shall be terminated and of no further force and effect (without further Liability to any party thereto) after the Closing (other than Commingled Contracts, which are addressed in Section 2.7(e), and Commingled Leases, which are addressed in Section 2.7(f)) and (b) prior to the Closing, Seller shall cause each of its Affiliates (including any of the Conveyed Companies) to terminate or pay in full (and in accordance with the proviso of the first sentence of Section 5.2(b)) all outstanding intercompany accounts, whether payables or receivables, between Seller and its Affiliates, on one hand, and any of the Conveyed Companies, on the other hand (including any intercompany accounts between any Conveyed Company, on one hand, and another Conveyed Company, on the other hand) such that no such amounts are owed or outstanding as of the Closing. Following the Closing, (a) Seller will pay or cause an Affiliate to pay all Assumed Intercompany Receivables in full when due, and (b) Seller will not, and will cause its Affiliates not to, assign any interest in any Assumed Intercompany Payables (other than assignments (i) to any Affiliate of Seller, (ii) as part of a bona fide accounts receivable financing involving the Assumed Intercompany Payables and other accounts receivable of Seller or its Affiliates entered into in the ordinary course of business or (iii) following the failure of Seller to collect such Assumed Intercompany Payables despite the use of commercially reasonable efforts). Following the Closing, (a) Purchaser will pay or cause an Affiliate to pay all Assumed Intercompany Payables in full when due, and (b) Purchaser will not, and will cause its Affiliates not to, assign any interest in any Assumed Intercompany Receivables (other than assignments (i) to any Affiliate of Purchaser, (ii) as part of a bona fide accounts receivable financing involving the Assumed Intercompany Receivables and other accounts receivable of Purchaser or its Affiliates entered into in the ordinary course of business or (iii) following the failure of Purchaser to collect such Assumed Intercompany Receivables despite...
Intercompany Agreements and Accounts. (a) Except as otherwise provided in this Agreement or set forth in Section 5.9(a) of Seller’s Disclosure Schedule, Seller shall, and shall cause its Affiliates to, take all actions as may be necessary (including executing one or more instruments evidencing such termination and one or more releases, in each case, in form and substance reasonably satisfactory to Purchaser) prior to or concurrent with the Closing and to release the Company from any and all liabilities arising in connection with: (1) all data processing, accounting, insurance (including coverage issued to, or under self-insured programs of, Seller and its Affiliates (other than the Company)), banking, personnel, legal, communications, Software, Software services, research and development, pooled sourcing and purchasing and other products, benefits or services provided by Seller or its Affiliates to the Company or provided by the Company to Seller or its Affiliates and (2) all Intercompany Agreements, after giving effect to Sections 5.9(b) and 5.9(c); provided, however, that this Section 5.9(a) shall not apply to any Intercompany Agreement set forth in Section 5.9(a) of Seller’s Disclosure Schedule. At the Closing, Seller shall provide evidence of the termination of, and release contemplated by this Section 5.9(a) (other than any Intercompany Agreement set forth in Section 5.9(a) of Seller’s Disclosure Schedule), in form and substance reasonably satisfactory to Purchaser and Seller.
Intercompany Agreements and Accounts. Except as set forth in Section 7.06 of the Company Disclosure Schedule, (a) all Company Intercompany Agreements shall be terminated and discharged and deemed to be void and of no further force and effect, effective immediately prior to the Closing, in each case, (i) without any fee, penalty or other payment by the Company, (ii) in a manner reasonably satisfactory to Parent and (iii) without survival of any rights or obligations (including any provision expressed or intended to survive the termination of such agreement), including any Liability that has accrued prior to such termination and (b) each Company Shareholder shall take such action and make such payment as may be necessary so that as of immediately prior to the Closing, the Company, on the one hand, and such Company Shareholder, its Affiliates (other than the Company) and spouse, parents, siblings, descendants (including adoptive relationships and stepchildren) of such Company Shareholder and the spouses of each such natural persons, on the other hand, settle, discharge, offset, pay, repay, terminate or extinguish in full all Intercompany Accounts.
