Termination of Intercompany Accounts. Prior to or at the Closing, the Seller shall take all necessary action to cause all Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between Global Power or any of its Affiliates (other than the Seller), on the one hand, and the Seller, on the other hand, to be satisfied as of the Closing; provided, however, that Global Power and its Affiliates (other than the Seller), on the one hand, and the Seller, on the other hand, shall be permitted to enter into Contracts, commitments or transactions with one another following the Closing.
Termination of Intercompany Accounts. Effective as of the BRT Date, all Liabilities between Brazil NewCo and Parent or its other subsidiaries (the “Brazil Intercompany Liabilities”) shall be cancelled and extinguished without payment of any kind and neither Brazil NewCo nor Parent shall have any obligation in respect of any such intercompany accounts after the Closing Date: provided, however, that the following Brazil Intercompany Liabilities shall not be cancelled or terminated but shall remain in place and be paid in the Ordinary Course of Business (i) amounts owing under the Transition Services Agreement or any other services or similar agreement approved by the General Manager, (ii) amounts owing to or from Parent and its Subsidiaries with respect to the provision of goods or services or the sale of inventory (“Trade Accounts”) from and after the Closing Date through the BRT Date, and (iii) any other matter agreed to by the General Manager and Parent or as set forth in an agreed operating plan pursuant to Section 9.2(d). Nothing in this subparagraph (f) shall prejudice Parent’s right to receive any payment due to it under subparagraph (g) below. Effective as of the BRT Date, Brazil NewCo’s participation in Parent’s cash management program will terminate, with no amounts payable by Brazil NewCo, and, except as may be set forth in the Transition Services Agreement and the Commercial Agreements, or as agreed to in writing by the Parties, all data processing, management, accounting, insurance, banking, personnel, legal, communications and other products and services provided to Brazil NewCo by Parent or any of its Affiliates, including any agreements or understandings (written or oral) with respect thereto, and, all guarantees and indemnities in favor of Brazil NewCo made by Parent or any affiliate of Parent shall terminate without any further action or liability on the part of the Parties.
Termination of Intercompany Accounts. The Seller hereby agrees that at or immediately prior to the Closing, it shall take all necessary action to cause all Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between the Company or CCI, on the one hand, and the Seller or any of its Affiliates, on the other hand, to be terminated and cancelled and of no further force and effect without any further liability or obligation and without creating any liability on the part of either CCI or the Company for taxable income as a consequence.
Termination of Intercompany Accounts. Prior to or at the Closing and except as contemplated by the Transition Service Agreement, Seller shall take all necessary action to cause all Contracts, commitments, or transactions, including all amounts payable or receivable resulting therefrom, between Seller or any of its Affiliates (other than the Company or the Operating Company), on the one hand, and the Company or the Operating Company, on the other hand (collectively, “Intercompany Agreements”), to be satisfied as of the Closing; provided, however, that Seller and its Affiliates (other than the Company and the Operating Company), on the one hand, and the Company and the Operating Company, on the other hand, shall be permitted to enter into Contracts, commitments, or transactions with one another following the Closing.
Termination of Intercompany Accounts. Any intercompany receivable, payable or loan between Epitope and Agritope outstanding on the Distribution Date will be deemed terminated as a result of the consummation of the transactions contemplated in this Agreement and will be treated as a capital contribution.
Termination of Intercompany Accounts. Excluding any items that shall remain in place following the Closing pursuant to Section 6.13, Seller shall cause, and deliver to Buyer, evidence of, the full settlement of all Intercompany Accounts.
Termination of Intercompany Accounts. Except (i) as otherwise provided in this Agreement or an Ancillary Agreement or (ii) as set forth in Section 7.21 of the Seller Disclosure Schedule, all intercompany accounts between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand, shall (a) not be Transferred Assets or Assumed Liabilities and (b) shall be cancelled with effect as of 11:59 P.M. on the date immediately prior to the Closing Date.
Termination of Intercompany Accounts. 43 Section 6.09 Servers........................................................................................................43 Section 6.10
Termination of Intercompany Accounts. At or prior to the Closing, Parent and Seller shall cause all Intercompany Accounts to be, at Parent and Seller’s option, settled and/or cancelled without any further Liability or any adverse Tax consequences to the Company or any of its Subsidiaries. Section 6.09
Termination of Intercompany Accounts. Letters of Credit and Guarantees SCHEDULE 6.10.....Non-Competition; Non-Solicitation SCHEDULE 6.20.....Sale of Backlisted Titles SCHEDULE 7.2......Purchaser Indemnification THIS SALE AND PURCHASE AGREEMENT (this "Agreement") is entered into as of August 23, 2002 by and between RIVERDEEP, INC., a Delaware corporation (the "Purchaser"), and GTG/WIZARD, LLC, a Delaware limited liability company (the "Seller").
