Intercompany Settlements. All payments of Consolidated Federal Income Tax Liability determined under Sections 3.02, 3.03, and 3.04 shall be made within ninety (90) days of the payment of the applicable estimated or actual consolidated federal income tax, except where a refund is due Parent, in which case, it may defer payment to a Member to within ninety (90) days of receipt of such refund. All payments shall be made in cash or in securities eligible as investments for the New York Companies, valued at market value.
Intercompany Settlements. (a) The intercompany accounts established for each Present Subsidiary shall be adjusted as of the "accounting close" following the end of each month so as to reflect each Present Subsidiary's obligations and entitlements under Sections 3, 4 and 5. If a Present Subsidiary has a liability to Enron for a month, the intercompany accounts shall be settled in cash by the earlier of (i) 15 days after each calendar quarter-end or (ii) immediately prior to a Present Subsidiary ceasing to be a member of the Consolidated Group. If Enron has a liability to a Present Subsidiary for a month, Enron shall settle its obligation in cash immediately upon determination of such liability.
Intercompany Settlements. 7 4.2 Carrybacks and Carryovers of Losses and Credits ..........8
Intercompany Settlements. Schedule 6.26 sets forth the intercompany accounts between any of Sellers or their Affiliates, on the one hand, and any of the Subsidiaries or their Affiliates, on the other hand. As of the Closing, no such amounts shall remain outstanding and such amounts shall not be deemed Purchased Assets or Assumed Liabilities. For the avoidance of doubt, the current assets of the Business and the Liabilities of the Business shall not reflect any such intercompany accounts which accounts shall be Excluded Assets and Excluded Liabilities and the Subsidiaries shall not be liable to pay or discharge any such intercompany liability; provided, however, the Liabilities of the Business shall include, for purposes of calculating the Net Asset Position, the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) which is intercompany Indebtedness owed by the Business to Parent or its Affiliates and which is being purchased pursuant to the Promissory Note.
Intercompany Settlements. The Company shall, and shall cause its Affiliates to, take such actions and/or make or cause to be made such payments as may be necessary or appropriate as determined by the Company in consultation with Parent so that, as of the Closing Date, (a) the intercompany liabilities and obligations set forth on Schedule 5.21, and any agreements entered into after the date of this Agreement between any members of the Company Group, shall have been finally settled or extinguished (unless Parent otherwise consents in writing), and (b) any Taxes arising out of or otherwise attributable to such settlement/extinguishment shall be treated for purposes of this Agreement as arising in the Pre-Closing Tax Period and, for the avoidance of doubt, shall be included as an item of Indebtedness pursuant to clause (v) thereof.
Intercompany Settlements. Schedule 3.22 sets forth the intercompany accounts between any of the Sellers and their Affiliates and their Related Persons. As of the Closing, no such amounts shall remain outstanding other than amounts set forth on Schedule 3.22 (which amounts shall not be deemed Acquired Assets or Assumed Liabilities). For the avoidance of doubt, the Current Assets of the Business and the Current Liabilities of the Business shall not reflect any such intercompany accounts which accounts shall be Excluded Assets and Excluded Liabilities.
Intercompany Settlements. Prior to the Effective Time, Seller shall use commercially reasonable efforts to settle any outstanding Intercompany Payable Amounts or Intercompany Receivable Amounts between the Transferred Entities, on the one hand, and Seller and its Affiliates (other than the Transferred Entities), on the other hand; provided that, if Seller is unable to settle such accounts prior to the Effective Time, then Seller and Buyer shall cooperate for a period of ninety (90) days following the Closing to settle such accounts.
