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.
Intercompany Obligations. On and effective as of the Effective Date, and as partial consideration for the assets sold pursuant to the 363 Sale and Settlement, (a) JPMC shall pay all obligations of WMB, WMB’s subsidiaries or JPMC under the Revolving Notes set forth on Exhibit “V” annexed hereto, together with all interest which has accrued thereon from and after September 25, 2008, and (b) the JPMC Entities shall forgive all obligations of the WMI Entities, which shall thereupon be deemed to be fully discharged and cancelled. The FDIC Parties shall have no liability with respect to such obligations.
Intercompany Obligations. Prior to the Closing, the Seller shall cause all intercompany account obligations (including Indebtedness) of each Acquired Entity involving Seller or any of its Affiliates (other than an Acquired Entity) to be settled, at the election of the Seller, by either causing such accounts and obligations to be (a) paid and discharged, including by netting of payables and receivables involving the same parties, or (b) cancelled without the Seller paying any consideration therefor and deliver written evidence thereof to the Purchaser by such date. In addition, except as otherwise authorized by Purchaser prior to the Closing Date, the Seller shall cause all intercompany Contracts between the Seller, an Acquired Entity or any of their Affiliates to be terminated other than those set forth on Schedule 5.10.
Intercompany Obligations. The Buyer shall have received from AUGI and its Affiliates written releases or other assurances, in form and substance reasonably satisfactory to the Buyer, that AUGI and its Affiliates will not assert against the Buyer or the Assets or any of Buyer's Affiliates any claims in respect of obligations owed by the Seller to AUGI and its Affiliates, except for the Note to be delivered at the Closing in the form annexed hereto as Exhibit D.
Intercompany Obligations. Seller shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that, prior to or concurrently with each Closing Date, the Company or Companies being acquired by Acquiror on such Closing Date, on the one hand, and Seller and its Affiliates, on the other, shall settle, discharge, offset, pay or repay in full all intercompany loans, notes and advances (regardless of their maturity) and all intercompany receivables and payables (including amounts relating to intercompany Tax sharing agreements, whether written or oral), for the amount due, including any accrued and unpaid interest, but excluding any penalty, termination or similar amounts; provided, however, that if each such item is not paid in full in cash, the method of discharge must be reasonably satisfactory to Acquiror.
Intercompany Obligations. Effective upon the Closing, all intercompany obligations and accounts among Holdings and its Subsidiaries (other than the Company and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand, except for ordinary trade payables of the Company and its Subsidiaries to Holdings or any of its Subsidiaries (which shall continue to be paid by the Company and its Subsidiaries in the ordinary course of business), will be voided, cancelled and terminated. Any holder of a note or other evidence of indebtedness, obligation or account, if any, that is deemed voided, cancelled and terminated in accordance with this Section 5.8 shall surrender such note or other evidence, if any, to the obligor thereon.
Intercompany Obligations. Notwithstanding any other provision hereof, except for the receivables and payables described in Schedule 1.4 ("Post-Closing AR/AP"), any amount owed by Seller or any of its Affiliates other than the Purchased Imperial Companies (collectively, "Post-Closing Affiliates"), or owed by any of the Purchased Imperial Companies to Seller or any Post-Closing Affiliate, in respect of liabilities, obligations or assets of the Purchased Imperial Companies of a type that would be shown on a consolidated balance sheet of any of the Purchased Imperial Companies as "Investments and Advances From (To) Xxxxxxx & Xxxxxx Products Co." will be settled at or prior to the Closing and will not be reflected in the Closing Statement. Effective immediately after the Closing, all intercompany liabilities and obligations owing from Seller or any Post-Closing Affiliate to any of the Purchased Imperial Companies or owing from any of the Purchased Imperial Companies to Seller or any Post-Closing Affiliate (except for any Post-Closing AR/AP) that is not settled as contemplated by the immediately preceding sentence will be netted against each other and the net balance thereof will be discharged and deemed forgiven without further action or payment, will be deemed contributed to or deducted from capital of the appropriate Purchased Imperial Company and all such amounts will be excluded from the determination of Net Cash Flow or Indebtedness under Sections 1.2 and 1.3. As a result, immediately following the Closing, there will be no further liability or obligation in respect of any such matters between Seller or any Post-Closing Affiliate, on the one hand, and the Purchased Imperial Companies, on the other hand, except as expressly provided herein. Any holder of a note or other evidence of indebtedness deemed settled pursuant to this Section 1.4 will surrender such note or other evidence of indebtedness to the obligor thereon. In addition, and without limiting the generality or effect of the foregoing, effective as of immediately prior to the Closing, all contracts and other obligations, other than the Transaction Documents and other than as set forth on Schedule 1.4, between or among the Purchased Imperial Companies or any of the Subsidiaries, on the one hand, and Seller or any Post-Closing Affiliate, on the other hand, will be terminated without further action to the extent that they would otherwise apply to any period or act occurring after the Closing. Notwithstanding anything to the co...
Intercompany Obligations. Seller shall, and shall cause its Affiliates to, take such action, including making such payments as may be necessary, so that, prior to or concurrently with the Closing, the Acquired Companies, on the one hand, and Seller and its Affiliates (other than the Acquired Companies), on the other hand, shall settle, discharge, offset, pay or repay in full all intercompany loans, notes and advances, regardless of their maturity, and all intercompany receivables and payables for the amount due, including any accrued and unpaid interest to but excluding the date of payment; provided, that, if at the Closing, or, if applicable, after giving effect to the settlement contemplated by Section 4 of the Termination and Release Agreement, any such loan, note or advance, or any intercompany receivable or intercompany payable due and payable to either Acquired Company in accordance with the foregoing, irrespective of maturity, has not been settled, discharged, offset, paid or repaid in full, then the unpaid portion of such intercompany receivable (“Unpaid Intercompany Receivable”) shall be (a) deducted from the Purchase Price in accordance with Section 2.03(a) and (b) assigned, in full, to Seller. In furtherance of the foregoing, Buyer acknowledges and agrees that Buyer shall execute and deliver such documents and instruments, and do such other acts and things as Seller may reasonably request in order to fully evidence and preserve the assignment of such Unpaid Intercompany Receivable granted hereunder.
Intercompany Obligations. Other than as contemplated by Sections 1.4(a), 1.4(c), Section 4.6, Article IX and the Related Agreements, the consummation of the transactions contemplated by this Agreement will not (either alone, or upon the occurrence of any act or event, other than an act taken by the Company after the Closing Date, or with the lapse of time, or both) result in any payment arising or becoming due from the Company to Seller or any Affiliate of Seller.
Intercompany Obligations. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, no obligations, Contracts or other liabilities exist between any of the Acquired Companies, on the one hand, and Seller or any of its Affiliates (other than the Acquired Companies), on the other hand, that will continue in effect subsequent to the Closing, other than the Ancillary Agreements (as applicable).
