Intercompany Liabilities. Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and
Intercompany Liabilities. Immediately prior to the Closing, Seller will cancel, settle or otherwise repay, and will cause its affiliates to cancel, settle or otherwise repay, all of its or their liabilities and obligations to the Business arising prior to the Closing which would have otherwise been required to have been set forth on the Final Statement. Immediately prior to the Closing, Seller will cause the Division to cancel, settle or otherwise repay all of its liabilities and obligations owed to Seller and its affiliates which would have otherwise been required to be set forth on the Final Statement, and Buyer Group shall not have any responsibility for those liabilities.
Intercompany Liabilities. Prior to the Closing, Seller shall, and shall cause each of its Subsidiaries to, settle all intercompany accounts that are unpaid as of the Closing Date between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand (the “Intercompany Liabilities”).
Intercompany Liabilities. At least five Business Days before the Closing, Seller will deliver to Buyer a true and complete list and description of all intercompany balances payable or receivable, whether or not currently due, between the Company or any other Affiliate of the Company, on the one hand, and Seller, on the other hand, to be outstanding on the Closing Date (the “Intercompany Balances”). On or prior to the Closing Date, Seller shall cause the Company to settle all Intercompany Balances, on terms and conditions that are reasonably satisfactory to Buyer. The Company will not enter into any significant contract, and Seller will not enter into any significant contract involving the Business or the Assets and Properties used in the Business, unless in the normal course of the Business. Notwithstanding the preceding sentence, neither Seller nor the Company will enter into any contract with each other or with their respective Affiliates involving the Business or affecting the Assets and Properties, except to the extent allowed under and required to effect the stated and reasonable purposes of contracts disclosed in Schedule 3.14.
Intercompany Liabilities. Any liabilities or obligations of Seller to any subsidiary of Seller, any shareholder or other related or affiliated person; and
Intercompany Liabilities. Except as disclosed in Schedule 2.15, (a) neither Seller nor any other Affiliate of Seller or the Company provides or causes to be provided to the Company any products, services, equipment, facilities, or similar items and (b) there are no Liabilities between the Company and Seller or any other affiliate of the Company or the Seller.
Intercompany Liabilities. At (and effective immediately prior to) the Closing, Seller will cancel, settle or otherwise repay, and will cause its affiliates to cancel, settle or otherwise repay, all of its or their liabilities and obligations to the Business, and neither Seller nor its affiliates shall have any responsibility for those liabilities. At (and effective immediately prior to) the Closing, Seller will cause the Business to cancel, settle or otherwise repay all of its liabilities and obligations owed to Seller and its affiliates, and Buyer shall not have any responsibility for those liabilities.
Intercompany Liabilities. (a) Prior to the Closing, the Seller shall continue to provide services for, and enter into transactions with, the Companies consistent with past practice. Except as otherwise specifically provided herein or in the Trademark Agreements, the Intercompany Lease or the Services Agreement, as of the Closing Date, the Seller shall terminate, and shall cause its Affiliates to terminate, all contracts, arrangements and transactions between either of the Companies, on one hand, and the Seller or any Affiliate of the Seller (other than the Companies), on the other. At least ten (10) days prior to the Closing Date, the Seller shall deliver to the Purchaser a bona fide estimate of (i) all liabilities (the "Company Liabilities") owed by the Companies to the Seller or any Affiliate of the Seller (other than the Companies) as of the Closing Date, and (ii) all liabilities (the "Seller Liabilities") owed by the Seller or any Affiliate of the Seller (other than the Companies) to the Companies as of the Closing Date. Within 60 calendar days after the Closing, the Seller shall deliver to the Purchaser a complete list and description (the "Intercompany Liability Statement") in reasonable detail (including dollar amounts) of the Company Liabilities and the Seller Liabilities. If the Company Liabilities exceed the Seller Liabilities, within 30 calendar days of receipt of the Intercompany Liability Statement, the Purchaser shall pay, or cause the Companies to pay, the amount of such excess, except as otherwise provided under Section 10.1 of this Agreement. If the Seller Liabilities exceed the Company Liabilities, within 30 calendar days of delivery of the Intercompany Liability Statement, the Seller shall pay or cause its Affiliates to pay, the amount of such excess.
Intercompany Liabilities. At or prior to the Closing, all existing Intercompany Liabilities owed by or to AVLIC or AIC shall have been paid or accrued. Each Contract of AVLIC or AIC which shall remain in effect after the Closing Date and, upon performance by any party thereto, give rise to any Intercompany Liability shall be in writing, shall have been provided to AML pursuant to Section 5.3 hereof, and shall be described in Section 5.15 of the Disclosure Schedule.
Intercompany Liabilities. Seller shall, on or prior to the Closing Date, eliminate all intercompany transactions.
