Common use of Intercompany Liabilities Clause in Contracts

Intercompany Liabilities. (a) Prior to the close of business on the Closing Date, Parent shall, and shall cause each of its subsidiaries to, settle (i) all intercompany receivables and payables that were incurred prior to the 60th day preceding the Closing Date and arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, and (ii) all intercompany loans and advances between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand. (b) Parent shall, and shall cause each of its subsidiaries (other than the Acquired Companies and their respective subsidiaries) to, settle on the date of payment of the Purchase Price adjustment in accordance with Section 1.04(c) (the "Purchase Price Adjustment Payment Date") all intercompany receivables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, (ii) were incurred within the 60-day period immediately preceding the Closing Date, (iii) are owed to an Acquired Company or a subsidiary of an Acquired Company by Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), (iv) were disclosed on, or reflected in, the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in an amount equal to the amount of such intercompany receivables as disclosed on, or reflected in, the Statement. Purchaser shall, and shall cause each of its subsidiaries (including the Acquired Companies and their respective subsidiaries) to, settle as of the Purchase Price Adjustment Payment Date all intercompany payables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, (ii) were incurred within the 60-day period immediately preceding the Closing Date, (iii) are owed by an Acquired Company or a subsidiary of an Acquired Company to Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), (iv) were disclosed on, or reflected or reserved against in, the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in accordance an amount equal to the amount of such intercompany payables as disclosed on, or reflected in, the Statement (net of any amounts reserved against such intercompany payables in the Statement).

Intercompany Liabilities. (a) Prior to the close of business on the Closing Date, Parent shall, and shall cause each of its subsidiaries to, settle (i) all intercompany receivables and payables that were incurred prior to the 60th day preceding the Closing Date and arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, and (ii) all intercompany loans and advances between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand. (b) Parent shall, and shall cause each of its subsidiaries (other than the Acquired Companies and their respective subsidiaries) to, settle on the date of payment of the Purchase Price adjustment in accordance with Section 1.04(c) (the "Purchase Price Adjustment Payment DatePURCHASE PRICE ADJUSTMENT PAYMENT DATE") all intercompany receivables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, (ii) were incurred within the 60-day period immediately preceding the Closing Date, (iii) are owed to an Acquired Company or a subsidiary of an Acquired Company by Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), (iv) were disclosed on, or reflected in, the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in an amount equal to the amount of such intercompany receivables as disclosed on, or reflected in, the Statement. Purchaser shall, and shall cause each of its subsidiaries (including the Acquired Companies and their respective subsidiaries) to, settle as of the Purchase Price Adjustment Payment Date all intercompany payables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, (ii) were incurred within the 60-day period immediately preceding the Closing Date, (iii) are owed by an Acquired Company or a subsidiary of an Acquired Company to Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), (iv) were disclosed on, or reflected or reserved against in, the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in accordance an amount equal to the amount of such intercompany payables as disclosed on, or reflected in, the Statement (net of any amounts reserved against such intercompany payables in the Statement).

Intercompany Liabilities. (a) Prior to the close of business on Closing, the Closing Date, Parent shall, Sellers and the Acquired Companies and the Subsidiaries shall settle or otherwise repay (and shall cause each of its subsidiaries to, their respective Affiliates to settle (ior otherwise repay) all intercompany receivables Liabilities between the Sellers and payables that were incurred prior to their respective Affiliates (other than the 60th day preceding Acquired Companies and the Closing Date and arise from trade transactions between an Acquired Company or a subsidiary of an Acquired CompanySubsidiaries), on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), the Subsidiaries on the other hand, other than the Balance Sheet Intercompany Liabilities (the "Off-Balance Sheet Intercompany Liabilities" and (iithe foregoing procedures being the "Off-Balance Sheet Intercompany Liability Settlement") all intercompany loans such that none of Buyer, the Acquired Companies or the Subsidiaries shall have any Off-Balance Sheet Intercompany Liabilities to any Seller or Affiliate of any Seller. To the extent there are any Off-Balance Sheet Intercompany Liabilities which are not fully settled as of the Closing Date, Buyer and advances between an Acquired Company or a subsidiary Sellers shall cooperate in using their respective commercially reasonable efforts to complete the Off-Balance Sheet Intercompany Liability Settlement as to such remaining Liabilities through journal entries on the books and records of an Acquired Companythe Sellers, and their respective Affiliates, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries)Subsidiaries, on the other hand. (b) Parent shall, and shall cause each of its subsidiaries (or through credits or other than adjustments in continuing arrangements between the Acquired Companies Sellers and their respective subsidiaries) to, settle on the date of payment of the Purchase Price adjustment in accordance with Section 1.04(c) (the "Purchase Price Adjustment Payment Date") all intercompany receivables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired CompanyAffiliates, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), the Subsidiaries on the other hand, (ii) were incurred within or contribution of cash to the 60Acquired Companies in amounts necessary to repay any outstanding Off-day period immediately preceding the Closing Date, (iii) are owed to an Acquired Company or a subsidiary of an Acquired Company by Parent or Balance Sheet Intercompany Liabilities owing from any of its subsidiaries (other than the Acquired Companies and Subsidiaries to Sellers or any of their respective subsidiaries)Affiliates, (ivprovided that Buyer shall, at Sellers' sole expense, use reasonable efforts to cooperate with Sellers to settle such Off-Balance Sheet Intercompany Liabilities. In accordance with Section 9.2(a)(v) were disclosed onhereof, or reflected inSellers shall indemnify and hold harmless the Buyer, the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in an amount equal to the amount of such intercompany receivables as disclosed on, or reflected inAcquired Companies, the Statement. Purchaser shallSubsidiaries and their Affiliates from any and all amounts incurred by the Buyer, and shall cause each of its subsidiaries (including the Acquired Companies and their respective subsidiaries) to, settle as the Subsidiaries to complete the Off-Balance Sheet Intercompany Liability Settlement and for any Tax liabilities or other Liabilities arising out of the Purchase Price Adjustment Payment Date all intercompany payables that (i) arise from trade transactions between an Acquired Company or a subsidiary of an Acquired CompanyOff-Balance Sheet Intercompany Liability Settlement, on the one handin each case whether occurring before, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, (ii) were incurred within the 60-day period immediately preceding the Closing Date, (iii) are owed by an Acquired Company or a subsidiary of an Acquired Company to Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), (iv) were disclosed on, or reflected or reserved against in, after the Statement and (v) were not otherwise settled prior to or on the Purchase Price Adjustment Payment Date in accordance an amount equal to the amount of such intercompany payables as disclosed on, or reflected in, the Statement (net of any amounts reserved against such intercompany payables in the Statement)Closing.