Settlement of Intercompany Obligations. Notwithstanding anything to the contrary contained in this Agreement, to the extent the Intercompany Obligations have not been paid prior to Closing, then (i) immediately prior to the Closing the Parent and the Seller shall, and shall cause the TDI Companies and the TDI Subsidiaries to, pay, cancel, contribute or forgive, or cause to be paid, cancelled, contributed or forgiven, all Intercompany Obligations other than outstanding principal and interest under the Intercompany Loan and (ii) immediately following the Closing the Purchaser shall cause the TDI Companies and the TDI Subsidiaries to pay all outstanding principal and interest under the Intercompany Loan (as calculated two (2) business days prior to Closing), with the result that immediately thereafter there shall be no Intercompany Obligations. For purposes of this Agreement, the term “Intercompany Obligations” means all intercompany loans, advances, payables and receivables (other than trade payables and trade receivables) between the TDI Companies or any of the TDI Subsidiaries, on the one hand, and the Parent, the Seller and any of their affiliates (other than the TDI Companies or the TDI Subsidiaries), on the other hand, which were made or arose out of transactions occurring on or prior to the Closing; provided, however, that Intercompany Obligations shall not include any intercompany loans, advances, payables and receivables in respect of combined, consolidated or unitary Income Taxes.
Settlement of Intercompany Obligations. (a) All intercompany loans, advances, payables and receivables (including any payable accounts with negative balances) between any DMS Company or DMS Subsidiary, on the one hand, and the Parent, the Seller and their Affiliates (other than the DMS Companies and the DMS Subsidiaries), on the other hand (collectively, the "Intercompany Obligations"), shall be settled in full as of the Closing Date in accordance with past practices and this Section 1.7; provided, however, that any receivables or negative payables relating to any Tax (as defined in Section 2.2(o)) sharing or Tax allocation agreement or arrangement between the Seller or the Parent and any DMS Company or DMS Subsidiary shall be paid in an amount equal to the amount reflected on the balance sheet of the Seller in the respect thereto less $2,000,000 regardless of whether such amounts are currently due and payable under such agreements or arrangements and regardless of past practices. The amount of the Intercompany Obligations shall be determined in accordance with GAAP using the same accounting principles, policies and practices that were used in the preparation of the GAAP Balance Sheet, except as otherwise set forth in Section 1.7 of the Disclosure Schedule. Not later than the fifth Business Day prior to the Closing Date, the Parent shall deliver to the Purchaser a schedule of its estimate of all Intercompany Obligations as of the Closing Date. If the Purchaser disputes any such amounts, the Parent and the Purchaser will negotiate in good faith to resolve such disputes. The Parent shall cause all undisputed Intercompany Obligations to be settled on the Closing Date; provided, however, to the extent that any DMS Company or DMS Subsidiary owes any amount to the Parent pursuant to an undisputed Intercompany Obligation but does not have cash available to pay such amount, the Purchaser shall pay such amount to the Parent at the Closing. (The net payment to the Parent, the Seller and their Affiliates (other than the DMS Companies and the DMS Subsidiaries) upon the settlement of such undisputed Intercompany Obligations is referred to herein as the "Estimated Intercompany Amount"). At the time that the Parent delivers the Closing Date SAP and GAAP Balance Sheets to the Purchaser, the Parent shall also deliver to the Purchaser a schedule of its final determination of all Intercompany Obligations as of the Closing Date. By the end of the Purchaser Review Period and, if the Purchaser delivers an Objection N...
Settlement of Intercompany Obligations. 8.1. Notwithstanding Section 7.13 of the Agreement, the parties agree that the accrual maintained on the Company’s books for contributions to the Profit Sharing and Retirement Plan of Centex Corporation (the “Profit Sharing Plan”) on behalf of the Company’s employees for the period beginning on January 1, 2006 through the Closing Date shall remain on the Company’s books and shall be taken into account in the calculation of Total Member’s Equity. Purchaser agrees to cause the Company to distribute an amount equal to such accrual at the time and in the manner such distributions under the Profit Sharing Plan have historically been made by the Company.
Settlement of Intercompany Obligations. The Company and Seller shall cause all obligations, if any, for the payment of intercompany accounts which are owed by the Company or any of its Subsidiaries to Seller and its Affiliates (other than the Company or any of its Subsidiaries) (“CHEC Intercompany Obligations”) or which are owed by Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) to the Company or any of its Subsidiaries, other than any obligations arising with respect to transactions entered into by the parties in connection with the CTX Alliance or other commercial transactions identified in Section 7.13 of the Company Disclosure Schedule (“Seller Intercompany Obligations” and, together with CHEC Intercompany Obligations, the “Intercompany Obligations”) to be satisfied, paid and settled prior to the Closing in the manner described in Section 7.13 of the Company Disclosure Schedule, such that, at Closing, there are no remaining Intercompany Obligations. Seller shall provide Purchaser with documentation reasonably satisfactory to Purchaser of the discharge and settlement of the Intercompany Obligations; provided, that any Intercompany Obligations not listed on Section 7.13 of the Company Disclosure Schedule which arise between the date hereof and the Closing Date shall be discharged and settled in a manner reasonably acceptable to Purchaser.
Settlement of Intercompany Obligations. Other than obligations arising under the Transition Services Agreement or the intercompany obligations related to Contracts for Construction Services between the Company or any of its Subsidiaries on the one hand or any member of the Seller Group on the other hand (i) listed in Section 5.21 of the Company Disclosure Schedule or (ii) arising out of a Contract entered into in the Ordinary Course of Business after the date hereof (collectively, the “Retained Intercompany Obligations”), the parties agree that the Pre-Closing Payments and the post-closing adjustment provided for in Article III shall cause all obligations for the payment of intercompany accounts which are owed by the Company or any of its Subsidiaries to any member of the Seller Group or which are owed by any member the Seller Group to the Company or any of its Subsidiaries to be settled and fully and completely discharged. In addition, the Seller and the Company agree to enter into appropriate agreements and take other appropriate actions to implement each of the arrangements described in Section 7.12 of the Company Disclosure Schedule prior to the Closing. 45
Settlement of Intercompany Obligations. Seller shall use, and shall cause its affiliates to use, best efforts to settle at the Closing the credits and debits owed to or by the Subject Company and listed on Schedule 5.9.
Settlement of Intercompany Obligations. The CSC Parties shall cause all obligations, if any, for the payment of intercompany accounts which are owed by AdvanceMed to the Sellers and their Affiliates (other than AdvanceMed) (the “AdvanceMed Intercompany Obligations”) or which are owed by the Sellers or any of their Affiliates (other than AdvanceMed) to AdvanceMed (the “CSC Intercompany Obligations” and, together with AdvanceMed Intercompany Obligations, the “Intercompany Obligations”) to be satisfied, paid and settled prior to the Effective Date, such that, at Closing, there are no remaining Intercompany Obligations.
Settlement of Intercompany Obligations. All Intercompany Obligations shall have been fully satisfied, paid and settled and Buyer shall have received satisfactory evidence of such satisfaction, payment and settlement.
Settlement of Intercompany Obligations. (a) At least five days prior to the Closing, Seller will estimate and cause to be paid by or to Seller or its Affiliates and JANY, as the case may be, in cash, all obligations accrued through the Closing on JANY's books and records payable by or to JANY from or to
Settlement of Intercompany Obligations. (a) At least five days prior to the Closing, Seller will estimate and cause to be paid by or to Seller or its Affiliates and JANY, as the case may be, in cash, all obligations accrued through the Closing on JANY's books and records payable by or to JANY from or to Seller and its Affiliates, which payments shall have been incurred in the ordinary course of business on a basis consistent with past practice, except that Seller shall not allocate to JANY any portion of any bonuses for any Person who is not an employee of JANY. Seller shall deliver to Purchaser a reasonably detailed description of all such payments at least five days prior to the Closing.
