Intercompany Items. Prior to or at the Closing, except as set forth on Schedule 6.16 hereto (a) the Company shall contribute to the Purchased Companies all cash in excess of the amount permitted to be retained pursuant to Section 1.2(c) and (b) in manner acceptable to the Purchaser, all intercompany arrangements, accounts and agreements between the Company and any of its Affiliates (other than the Purchased Companies and their Subsidiaries), on the one hand, and the Purchased Companies and their Subsidiaries, on the other hand shall be terminated or settled, as of the Effective Time, and all obligations thereunder shall be cancelled and released without any payment being made in respect thereof.
Intercompany Items. At or prior to the Closing, all Intercompany Receivables (other than Closing Intercompany Loans and Refund Intercompany Loans), Intercompany Payables and Intracompany Payables and Receivables shall be settled or paid other than (i) those set forth on Section 6.21 of the Seller’s Disclosure Schedules or (ii) as contemplated in Schedule 6.26 of the Seller’s Disclosure Schedule.
Intercompany Items. The Seller shall, as of the date immediately preceding the Closing Date, by appropriate documentation and accounting entries, eliminate any intercompany payables, receivables and/or indebtedness to the Seller arising prior to the Closing Date, provided that the Seller expressly agrees that any other provision of this Agreement to the contrary notwithstanding, the "basket" provisions of Section 8(b)(ii) hereof shall not apply to any obligation of the Seller to the Buyer for a breach of this covenant.
Intercompany Items. Except as set forth in Section 5.12 of the Seller’s Disclosure Schedule, prior to the Closing, Seller shall take, or cause to be taken, all such actions necessary so that (i) all Related Party Contracts are terminated (except as necessary to effectuate the delivery of services under the Transitional Services Agreement, Reverse Transitional Services Agreement or Transitional Trademark License) and (ii) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid (except for any Intercompany Payables or Intercompany Receivables solely involving the Carved-Out Entities, which shall be excluded from the Transactions pursuant to Section 5.14); provided that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities. In addition, notwithstanding the foregoing, prior to the Closing, Seller shall cause Grupo Financiero BBVA Bancomer, S.A. de C.V., as well as Seller’s other non-U.S. banks that act as receiving banks and paying agents for money transmissions with BBVATransfer Services, Inc., to enter into amendments to the current agreements or arrangements in respect of the distribution agreements between BBVA Transfer Services, Inc. and such Persons, such that the agreements and arrangements continue for an initial one-year period following the Closing (notwithstanding any change-of-control provisions currently existing) on their current terms (subject to ongoing compliance by BBVA Transfer Services, Inc. with AML Laws in a manner substantially similar as of immediately prior to the Closing and under specific terms (including termination rights in connection with non-compliance of AML Laws) to be negotiated in good faith by the parties prior to the Closing). Following the date hereof and prior to the Closing Date, the parties shall negotiate in good faith arms-length arrangements related to a five (5) year extension of the BBVA Transfer Services, Inc. distribution agreements.
Intercompany Items. Except as set forth in Section 5.12 of the Sellers’ Disclosure Schedule, prior to the Closing, Sellers shall take, or cause to be taken, all such actions necessary so that (a) all Related Party Contracts are terminated (except as necessary to effectuate the delivery of services under the Transitional Services Agreement or Reverse Transitional Services Agreement) and (b) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities. Section 5.13
Intercompany Items. Unless otherwise agreed by the parties, prior to the Closing, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank shall take, or cause to be taken, all such actions necessary so that (a) each Related Party Contract is terminated and (b) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided, that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities.
Intercompany Items. On the Closing Date, the Seller Parent shall pay and cause its Subsidiaries (other than the Company or its Subsidiaries) to pay to the Company and its Subsidiaries an amount in cash equal to all liabilities that the Seller Parent or such Subsidiaries have to the Company or its Subsidiaries as the same would be reflected as an asset on a consolidated balance sheet of the Company as of the Closing Date prepared in acceptance with U.S. generally accepted accounting principles consistently applied. On the Closing Date, the Seller Parent shall cause the Company and its Subsidiaries to pay to the Seller Parent and its Subsidiaries (other than the Company and its Subsidiaries) an amount in cash equal to all liabilities that the Company and its Subsidiaries have to the Seller Parent or such Subsidiaries as the same would be reflected as a liability on a consolidated balance sheet of the Company as of the Closing Date prepared in accordance with U.S. generally accepted accounting principles consistently applied.
Intercompany Items. The Seller shall, as of the date immediately preceding the Closing Date, by appropriate documentation and accounting entries, contribute to the paid in capital of Mercer, any intercompany payables, receivables and/or indebtedness to the Seller arising prior to the Closing Date. (k)
Intercompany Items. Immediately prior to Closing, to the extent permitted by law, except for normal commercial transportation arrangements consistent with past practice and for accounts payable for accrued federal taxes (to the extent included in the calculation of Working Capital) for periods prior to the Closing, for the transition services agreement contemplated by Section 8.8 and the lease contemplated by Section 3.15, (i) ACL Holdings and each Subsidiary of ACL Holdings shall dividend and distribute to CSX any and all claims (including inchoate claims) which any such party may have against CSX, its Affiliates or CSX's or such Affiliates' officers, directors or employees (or shall otherwise forgive and terminate such claims), and such claims shall be owned by CSX as of the Closing, and (ii) all intercompany accounts between (x) CSX and any of its Affiliates, on the one hand, and ACL Holdings or any Subsidiary of ACL Holdings which will be a Subsidiary of ACL Holdings following the Closing, on the other hand, or (y) any Vectura Party and any of its Affiliates, on the one hand, and NMI Holdings and any Vectura Party Subsidiary which will be a Subsidiary of ACL Holdings following the Closing, on the other hand (not to include any investments and related transactions of CVC and 399 Venture Partners Inc. with Vectura), shall be canceled and released.
Intercompany Items. All Intercompany accounts payable and Intercompany accounts receivable of each Company, and any other Intercompany items, as of the Effective Date shall be deemed to be settled as a result and as part of the Purchase Price Adjustment pursuant to Section 2(c)(ii). The Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement shall be invoiced by the Seller to the Companies immediately prior to the Closing and shall be settled as a result of and as part of the Purchase Price Adjustment pursuant to Section 2(c)(ii).
