Intercompany Balances. Any indebtedness, accounts receivable or other intercompany obligations of another nature accrued prior to the Time of Distribution between Parent and any member of the Harbor Global Group shall either be contributed as a capital contribution or otherwise contributed by Parent to a member of the Harbor Global Group. At the Time of the Distribution, there shall not be outstanding any indebtedness or accounts payable or receivable between the Parent Group and the Harbor Global Group.
Intercompany Balances. Prior to the Closing, VFL, will cause all accounts receivable and accounts payable (including the principal amount and interest, if any, due thereon) between any of its Affiliates and VFL (including accounts between VFL's General Account and the VFL Separate Accounts), related to the Business to be settled in full, except for balances either (A) reflected in the computation of the General Account Reserves or the Purchase Price, or (B) assumed or otherwise included in the computation of amounts payable or credited pursuant to the Reinsurance Agreement or the Administrative Services Agreement. It is acknowledged and agreed, however, that certain amounts treated by VFL as an amount payable by its General Account to the VFL Separate Accounts (including the sum referenced as due from the General Account in line 15 of the page 3 table of Liabilities and Surplus in the Annual Statement of the VFL Separate Accounts for the year ended December 31, 2001) will not be reconciled or funded because these amounts payable are not reflected or included in the amount of the total VFL Separate Account assets used in the computation of the Purchase Price. Accordingly, all such amounts: (i) will not be paid prior to the closing pursuant to this Section 5.10, (ii) will not be included in the computation of General Account Reserves for any purpose hereunder, and (iii) upon the consummation of the Closing will be deemed to have been assumed by Purchaser pursuant to the Coinsurance Agreement. Further, any accounts between VFL and its Affiliates relating to the Business that result from any pooling or similar agreement or arrangement shall be ignored for purposes both of resolving accounts and for determining the scope of liabilities and assets assumed and transferred pursuant to this Agreement and the Coinsurance Agreement.
Intercompany Balances. Except for any amounts due and owing under the terms of any Company Plan (a) immediately prior to the Closing, Company and the Subsidiaries shall pay any amounts accrued and payable to Seller or any Affiliate of Seller (other than amounts incurred in contravention of Section 4.2), including, but not limited to, any declared but unpaid dividends or other distributions permitted by Section 5.12 and amounts accrued under the Intercompany Agreements, and (b) Seller or any Affiliate of Seller shall pay any amounts accrued and payable to Company or any Subsidiary, including, but not limited to, amounts accrued under the Intercompany Agreements.
Intercompany Balances. (a) All of the Intercompany Balances set forth on Schedule 1.01(p) shall, prior to or at the Demerger Effective Time, be repaid, settled or otherwise eliminated, by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise, as determined by CS.
Intercompany Balances. Prior to the Closing, Raven Holdings shall cause all intercompany balances between the Operating Company or Jacob, on the one hand, and Raven Holdings or any of its Affiliates (other than the Operating Company or Jacob), on the other hand, other than accounts receivable payable by Foresight to the Company pursuant to the First Amended and Restated Materials handling and Storage agreement, dated May 1, 2015, between the Operating Company and Foresight, to be discharged or otherwise terminated such that the net amount thereof shall be equal to $0.00 immediately prior to the Closing. Raven Holdings shall bear any and all Taxes related to the actions contemplated by this Section, and neither SXCP nor the Operating Company nor Jacob shall have any liability or obligation with respect thereto.
Intercompany Balances. All intercompany accounts receivable and payable and any other intercompany balances among the Sellers shall be eliminated prior to the Closing.
Intercompany Balances. (a) All of the Intercompany Balances shall be settled by means of cash payments either prior to or after the Effective Time in the ordinary course of business.
Intercompany Balances. All intercompany accounts receivable and payable and any other intercompany balances between (a) Joliet and (b) HGHC or any of its subsidiaries, shall be eliminated prior to the Closing.
Intercompany Balances. Effective as of the Initial Closing, all intercompany balances between and among the Purchased Subsidiaries, on the one hand, and Seller or any of the Retained Subsidiaries, on the other hand, shall have been eliminated, by discharge or otherwise.
Intercompany Balances. Seller shall take such action as is necessary prior to or concurrently with the Closing to cause all intercompany balances owed by the Company or its Subsidiary to Seller or any of its Affiliates (other than the Company and its Subsidiary) to be contributed to the capital of the Company.
