Termination of Affiliate Contracts and Intercompany Accounts Sample Clauses

Termination of Affiliate Contracts and Intercompany Accounts. (a) Except for those Contracts set forth on Section 6.13(a) of the Peabody Disclosure Letter, Peabody shall, and shall cause its Affiliates to, cause any Contracts, Liabilities or other obligations relating to the Peabody Business between Peabody or any of its Affiliates, on the one hand, and any Affiliate of Peabody, on the other hand, to be terminated or extinguished immediately prior to the Closing, and the parties to such Contracts, Liabilities or obligations shall execute customary releases reasonably satisfactory to Arch to ensure that the JV Entities (including the Peabody Transferred Subsidiaries) shall have no Liability or obligation thereunder.
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Termination of Affiliate Contracts and Intercompany Accounts. Other than as listed in Section 5.7 of the Disclosure Schedule, (a) all of the Acquired Entities’ rights, remedies and Liabilities under the Affiliate Contracts shall be terminated as of immediately prior to the Measurement Time, (b) all rights, remedies, and Liabilities of any member of the Seller Group under the Affiliate Contracts shall be terminated as of immediately prior to the Measurement Time, and (c) all accounts (payables and receivables) between any member of the Seller Group, on the one hand, and any Acquired Entity, on the other hand, shall be terminated or settled immediately prior to the Measurement Time. Xxxxx acknowledges and agrees that, from and after the Closing, other than the specific services to be provided to Buyer under, and on the terms and conditions of, the Transition Services Agreement and the Software License Agreement, neither Buyer nor any Acquired Entity shall have any right, Claim or cause of action in or with respect to any Shared Service.
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Related to Termination of Affiliate Contracts and Intercompany Accounts

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

  • Intercompany Accounts 39 SECTION 3.31

  • Settlement of Intercompany Accounts Each Intercompany Account outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the Ensign Group and the Pennant Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.

  • Cash Accounts, Deposits and Money Movements Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

  • Separate Accounts If the Fund has more than one series or portfolio, the Bank will segregate the assets of each series or portfolio to which this Agreement relates into a separate account for each such series or portfolio containing the assets of such series or portfolio (and all investment earnings thereon). Unless the context otherwise requires, any reference in this Agreement to any actions to be taken by the Fund shall be deemed to refer to the Fund acting on behalf of one or more of its series, any reference in this Agreement to any assets of the Fund, including, without limitation, any portfolio securities and cash and earnings thereon, shall be deemed to refer only to assets of the applicable series, any duty or obligation of the Bank hereunder to the Fund shall be deemed to refer to duties and obligations with respect to such individual series and any obligation or liability of the Fund hereunder shall be binding only with respect to such individual series, and shall be discharged only out of the assets of such series.

  • Affiliate Contracts The Company and Sellers will cause the termination, effective no later than the Closing, of the contracts or arrangements set forth on Schedule 10.05 without any further cost or Liability to the Company or its Subsidiaries (or, after the Closing, Buyer or its Affiliates).

  • Retirement Accounts With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Xxxx IRAs, Education IRAs, and 403(b) Plans (such accounts, “Retirement Accounts”), the Transfer Agent, at the request and expense of the Fund, provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial agent services such as account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • Management Accounts The Management Accounts:

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