Intercompany Charges Sample Clauses

Intercompany Charges. All Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between Global Power and any of its Affiliates, on the one hand, and the Seller or any of its Affiliates, on the other hand, are current and have been incurred in the ordinary course of business.
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Intercompany Charges. So long as Executive is employed by the Company, unless Executive consents, the only charges for allocation of expenses of the Parent or any affiliate of the Parent (other than the Company or any of its Subsidiaries) that will be deducted in determining earnings of the Company for the purpose of calculating Final Year Equity Value of the Company or the Net Profit Bonus under this Agreement will be for expenses reasonably incurred by Parent or any such affiliate of Parent on behalf of or for the direct benefit of the Company or any of its consolidated Subsidiaries in connection with or related to the operation of the Business (as defined in the Purchase Agreement) (including without limitation for tax advisory work, audit fees, payroll and other back office services).
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Intercompany Charges. Lender and Borrower have established procedures whereby Lender and Borrower have agreed to provide services to, and incur expenditures on behalf of, the other party (collectively “Intercompany Charges”); such amounts explicitly exclude amounts owing under other loan agreements, if any, between Lender and Borrower. Intercompany Charges shall be accounted for by The Irvine Company using generally accepted accounting principles. A monthly accounting of the Intercompany Charges shall be presented to both Lender and Borrower by the fifteenth calendar day of the following month and shall be deemed final on the 22nd calendar day of the following month (or such earlier date as mutually agreed to by Lender and Borrower).
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Intercompany Charges. Nothing contained herein shall be deemed to prevent the Company from paying monthly charges accrued for pre-Closing periods for employee benefits, in a manner consistent with past practice (including such charges for any period of less than a month ending immediately on the Closing Date). ARTICLE VI Conditions of Investor's Obligation to Close Investor's obligation to consummate the Recapitalization shall be subject to the satisfaction on or prior to the Closing Date, or waiver by Investor, of all of the following conditions:
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Intercompany Charges. Nothing contained herein shall be deemed to prevent the Company from paying monthly charges accrued for pre-Closing periods for employee benefits, in a manner consistent with past practice (including such charges for any period of less than a month ending immediately on the Closing Date).
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Intercompany Charges. Throughout the Earnout Period, intercompany charges for services or products provided by or through Buyer or any of its other Subsidiaries to the Company and its Subsidiaries will not exceed the lesser of (i) amount historically incurred by Company and its Subsidiaries for such items, or (ii) then-current market rates for arms-length transactions with third parties for such services and products. Such charges to the Company and its Subsidiaries will not include a general corporate overhead allocation but, subject to application of the last sentence of this Section 2.6.2, will include the allocable share of the Company and its Subsidiaries of costs for insurance covering FIG and/or its Subsidiaries including the Company and its Subsidiaries and their allocable portion of fees for services relating to audits and taxes. In no event will costs, fees and expenses allocated to the Company and its Subsidiaries by FIG or any of its Subsidiaries other than the Company and its Subsidiaries include allocations of items that primarily result from Buyer's status as a publicly-traded company, such as costs of public company accounting and reporting, Xxxxxxxx-Xxxxx compliance, investor relations, and other similar items.
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Intercompany Charges. Restrict intercompany charges between Guarantor and Borrower to direct verifiable out-of-pocket expenses incurred by Guarantor in providing services to Borrower, which charges shall not in any event exceed in any calendar year an amount equal to 1.5% of Borrower's gross sales for such calendar year; and provide to the Bank documentation of any such charges promptly upon request.
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Intercompany Charges. No management fees have ever been paid or accrued by any JL Entity to any PPLB Person other than $150,000 with respect to FY 2010. Schedule 4.18 sets forth all intercompany charges and/or allocations that have been paid or accrued by the JL Entities to any PPLB Person since July 1, 2008.
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Intercompany Charges. Holdco and its subsidiaries may seek recovery of intercompany charges to regulated utility affiliates in their first general rate proceedings filed following the closing of the Merger at levels equal to the lesser of actual costs or the costs allowed related to such functions in the cost of service of their most recent rate case prior to the closing of the Merger, as adjusted for inflation measured by the Gross Domestic Product Price Index. Billings for common-use assets shall be permitted consistent with GPE’s current practices.
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Related to Intercompany Charges

  • Intercompany Arrangements Prior to the Closing, Seller shall cause any contract or arrangement that Seller is a party to as disclosed (or should have been disclosed) in Section 3.12(a)(viii) of the Disclosure Schedule, to be terminated.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Permitted Charges 15.2.1 Neither Party shall create or permit to subsist any encumbrance over all or any of its rights and benefits under this Agreement.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Payment of Debts, Taxes, Etc The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty, as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when due

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Subordination of Intercompany Debt Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, provided that no Event of Default has occurred and is continuing, Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt. In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

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