Intercompany Obligations and Arrangements. (a) Subject to Section 8.05, the Seller and the Parent shall, and shall cause their respective Affiliates to, take such actions and make such payments as may be necessary, proper or advisable so that within ten days following the Closing, the Company and the Transferred Subsidiaries, on the one hand, and the Parent, the Seller and their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, shall have settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished (in each case, by cash settlement or by netting or setting off debts and credits between the Company or any Transferred Subsidiary, on the one hand, and the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, with the balance of such intercompany loan, note, balance, advance, receivable or payable being settled in cash) all intercompany loans, notes, balances and advances regardless of their maturity and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment for the amount due, including the intercompany loans, notes, balances, advances, receivables or payables identified on Section 6.08(a)(i) of the Seller Disclosure Letter, in each case, such that, at or prior to the Closing (or, with respect to intercompany loans, notes, balances, advances, receivables and payables that the Seller elects to be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished within 10 days following the Closing Date, on the tenth day following the Closing), the balances of each such intercompany loan, note, balance, advance, receivable and payable shall be zero, and neither the Company nor any Transferred Subsidiary shall have any further rights, obligations or liabilities with respect thereto; provided, however, that this Section 6.08(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth on Section 6.08(a)(ii) of the Seller Disclosure Letter, (ii) arising under any Intercompany Agreement that will survive Closing pursuant to Section 6.08(b), or (iii) arising under any Insurance Agreement that will survive Closing pursuant to Section 6.08(b).
Intercompany Obligations and Arrangements. (a) Seller shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that concurrently with the Closing, 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 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, however, that this Section 5.7(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) listed in Section 5.7(a) of the Disclosure Schedule, (ii) arising under any Intercompany Agreement set forth in Section 5.7(b) or Section 5.7(c) of the Disclosure Schedule, or (iii) arising under any Insurance Contract.
Intercompany Obligations and Arrangements. (a) The Parent shall, and shall cause its Affiliates to, take such actions and make such payments so that prior to the Closing Date, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all outstanding intercompany receivables and payables (other than any principal or interest owed under the Bridge Loan), including any accrued and unpaid interest to but excluding the date of payment; provided, however, that this Section 5.07(a) shall not apply to any intercompany receivables or payables (i) arising under any Intercompany Agreement set forth on Section 5.07(b) of the Seller Disclosure Letter, or (ii) arising under any Insurance Agreement. To the extent that the amount of any intercompany receivable or payable cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing in accordance with the preceding sentence (whether as a result of contractual or legal restrictions or otherwise), such amount (plus any accrued and unpaid interest) shall be paid in full following the Closing by, as the case may be, the Companies and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Companies and the Transferred Subsidiaries), on the other hand, within 10 days of receipt of an invoice detailing the amount due with respect to such outstanding intercompany receivable or payable (but in no event later than 30 days after the Closing Date); provided such intercompany receivables or payables are reflected in the Estimated Companies Solvency Capital Worksheet. The Parent shall notify the Acquiror, at least five (5) Business Days prior to Closing if the Parent becomes aware of any intercompany receivable or payable that cannot be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished concurrently with the Closing.
Intercompany Obligations and Arrangements. (a) Parent shall: (i) provide to Acquiror, as promptly as practicable after the date hereof, a true, correct and complete list, as of the date of delivery of such list, of all Intercompany Agreements (the “Intercompany Agreement Schedule”), along with true, correct and complete copies of each such Intercompany Agreement that have not been Made Available to Acquiror, and (ii) use commercially reasonable efforts to, as promptly as practicable after the date hereof, provide to Acquiror a true and correct list of all Intercompany Payables and Intercompany Receivables as of the date of delivery of such list.
Intercompany Obligations and Arrangements. Sellers shall, and shall cause their respective Affiliates, to at or prior to Closing (a) terminate all Contracts relating to the Business between or among Sellers and/or their respective Affiliates, and (b) settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all intercompany loans, notes and advances, regardless of their maturity, and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment, between or among Sellers and/or their respective Affiliates to the extent relating to the Business. The foregoing shall not apply to any Contracts or other obligations or arrangements between a third party, on the one hand, and one or more of a Seller and any of its Affiliates, on the other hand, such as enterprise-wide licenses or similar arrangements, or to any Shared Contract.
Intercompany Obligations and Arrangements. (a) The 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 the Closing, the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate or extinguish all intercompany loans, notes and advances (collectively, “Intercompany Balances”) regardless of their maturity, including any accrued and unpaid interest to but excluding the date of payment, for the amount due. The Seller shall deliver to the Buyer all promissory notes or other instruments evidencing such Intercompany Balances marked “cancelled” including any global intercompany note executed in connection with the Seller’s Existing Credit Facility.
