Intercompany Obligations and Agreements. Immediately prior to the Closing, all receivables and payables outstanding between CLF&P, on the one hand, and Seller or its Affiliates, on the other hand, (other than with respect to the receivables and payables owing pursuant to the intercompany agreements identified on Schedule 6.4, which will remain outstanding following the Closing) will be forgiven in full. In addition, all of the intercompany contracts and agreements identified on Schedule 4.20 (other than the intercompany contracts and agreements listed on Schedule 6.4, which will continue in full force and effect following the Closing) will be terminated immediately prior to the Closing.
Intercompany Obligations and Agreements. (a) Except as set forth on Schedule 4.23, Seller shall, and shall cause its Affiliates to, take such actions and make such payments as may be necessary so that, prior to the Closing, each of the Transferred Companies, on the one hand, and Seller and its Affiliates (other than the Transferred Companies), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate or extinguish all Intercompany Obligations, including any accrued and unpaid interest, fees and other amounts due or outstanding thereunder, in each case by cash settlement or by netting or setting off debt between the Transferred Companies, on the one hand, Seller and its Affiliates (other than the Transferred Companies), on the other hand, such that, at or prior to the Closing, the balances of each such Intercompany Obligation shall be zero and no Transferred Company shall have any further rights or Liabilities with respect thereto; provided, however, that this Section 4.23(a) shall not apply to any Intercompany Obligations set forth on Schedule 4.23.
Intercompany Obligations and Agreements. Except as advised by the Buyer to the Sellers in writing on or prior to the fifth day prior to the Closing, all intercompany Contracts, accounts, loans, guarantees, advances, payables (including any payable accounts with negative balance), and receivables, whether or not currently due and payable between Sellers and their partners and their Affiliates (including for purposes of this Agreement, Realco) on the one hand, and CIR III and its Subsidiaries on the other hand (collectively, the “Intercompany Obligations and Agreements”), shall be settled in full at or prior to the Closing Date in accordance with past practices and all commitments with respect thereto shall be deemed to have been terminated at or prior to the Closing Date and in each case, each Seller and its respective Affiliates and the Buyer and its Affiliates, including CIR III after the Closing, shall be fully released from all Liability with respect to such Intercompany Obligations and Agreements; provided that, for purposes hereof, any obligations arising under this Agreement shall not constitute Intercompany Obligations and Agreements.
Intercompany Obligations and Agreements. Prior to the Closing the Seller will cause the following to occur:
Intercompany Obligations and Agreements. Except for accounts receivable and accounts payable incurred in the ordinary course of the Business, Excluded Assets and Excluded Liabilities, and except for the transactions between the Vendor and GLC NewCo under the Assignment and Assumption Agreement (the "Exceptions"), all intercompany contracts, leases, licenses, accounts, loans, advances, payables (including any payable accounts with negative balance and receivables, whether or not currently due and payable and relating to the Business and involving GLC NewCo as a party and the Vendor and one or more of its Affiliates as a counterparty (collectively, the "Intercompany Obligations and Agreements"), shall be settled in full at or prior to the Closing Date and all commitments with respect thereto shall be deemed to have been terminated at or prior to the Closing Date and in each case, GLC NewCo and the Purchaser shall be fully released from all Liability with respect to such Intercompany Obligations and Agreements other than the Exceptions. Except as otherwise contemplated in this Agreement, including all Exceptions set out in the previous sentence, the Vendor and the Purchaser shall, and shall cause their respective Affiliates to, cause any Intercompany Obligations and Agreements to be terminated and cancelled as of the Closing, and the Vendor and the Purchaser and their respective Affiliates shall be fully released from all Liability with respect to any such Intercompany Obligations and Agreements.
Intercompany Obligations and Agreements. Except as set forth on Schedule 6.10 or otherwise agreed in writing between Buyer and Seller, on or prior to the Closing, all Related Person Transactions and all intercompany Contracts, accounts, loans, guarantees, advances, payables (including any payable accounts with negative balance), and receivables, whether or not currently due and payable between any member of the Parent Group, on the one hand, and any Target Company, on the other hand (such Related Person Transactions and other items described in this sentence, collectively, the “Intercompany Obligations and Agreements”), shall be settled in full prior to 11:59 p.m. (New York, New York time) on the date immediately preceding the Closing Date and all commitments with respect thereto shall be deemed to have been terminated prior to such time and in each case, Seller and its respective Affiliates and Buyer and its Affiliates, including the Target Companies after the Closing, shall be fully released from all liability with respect to such Intercompany Obligations and Agreements; provided, that, for purposes hereof, any obligations arising under this Agreement or any Ancillary Document shall not constitute Intercompany Obligations and Agreements. Seller shall be responsible for all termination fees and any other costs and expenses relating to the termination of the Intercompany Obligations and Agreements, and shall deliver to Buyer at Closing evidence of such termination reasonably satisfactory to Buyer.
Intercompany Obligations and Agreements. No later than ten (10) Business Days following the date hereof, Sellers will provide Buyer with a list of the Intercompany Obligations and Agreements.
Intercompany Obligations and Agreements. Subject to the provisions of Article VI with respect to the matters covered thereby, except with respect to the obligations of Seller to be assumed by Buyer pursuant to Section 2.02(b)(ii) and as set forth on Schedule 5.07, all intercompany accounts, loans, advances, payables (including any payable accounts with negative balance), and receivables whether or not currently due and payable between the Company or Dxxxx, on the one hand, and Seller and its Affiliates (other than the Company or Dxxxx), on the other hand (collectively, the “Intercompany Obligations”), shall be settled in full at or prior to the Closing Date in accordance with past practices and all commitments with respect thereto shall have been terminated at or prior to the Closing Date and in each case, the Company and Dxxxx shall be fully released from all Liability with respect thereto. Except as otherwise contemplated in this Agreement and the Ancillary Agreements, and except as set forth on Schedule 5.07, Seller, the Company and Dxxxx shall, and shall cause their respective Affiliates to, cause any agreements or arrangements between the Company or Dxxxx, on the one hand, and Seller or any of its respective Affiliates, on the other hand, to be terminated and cancelled as of the Closing, and the Company and Dxxxx to be fully released from all Liability with respect thereto.
Intercompany Obligations and Agreements. To the extent provided in Section 5.07, all intercompany accounts, loans, advances, payables (including any payable accounts with negative balance), and receivables whether or not currently due and payable between the Company or Dxxxx, on the one hand, and Seller and its Affiliates, on the other hand shall be settled in full or assumed by Buyer.
Intercompany Obligations and Agreements. Seller shall take or cause to be taken such action and make or cause to be made such payments as may be necessary so that, as of the Closing, (x) there shall be no Intercompany Arrangements, including intercompany accounts, balances, obligations, receivables, payables, loans, balances, cash pooling or cash sweeping arrangements or agreements (other than (a) pursuant to the Transaction Agreements or (b) as set forth in Section 6.07 of the Disclosure Schedule (the “Surviving Intercompany Arrangements”)) between the Transferred Entities or the Business, on the one hand, and members of the Seller Group, on the other hand, and (y) no party to any Intercompany Arrangement (other than the Surviving Intercompany Arrangements) has any continuing obligations or Liabilities thereunder; provided, that any such termination shall be effectuated in a reasonable manner and shall not result in (i) any Tax Liabilities that are reasonably expected to be economically borne by the Buyer (or its Affiliates, including after the Closing Date, the Transferred Entities) or (ii) any additional intercompany accounts, balances, obligations, receivables, payables, loans, balances or agreements among the Transferred Entities unless otherwise consented to by Buyer (which consent shall not be unreasonably withheld). Prior to undertaking any actions contemplated by the foregoing, the Seller shall inform Bxxxx of any intended actions or payments and shall consider in good faith any recommendations by Bxxxx. Nothing in this Section 6.07 shall require Seller to terminate or cancel any intercompany obligations or agreements exclusively between or among the Transferred Entities.
