Intercompany Liability definition
Examples of Intercompany Liability in a sentence
If the Company Liabilities exceed the Seller Liabilities, within 30 calendar days of receipt of the Intercompany Liability Statement, the Purchaser shall pay, or cause the Companies to pay, the amount of such excess, except as otherwise provided under Section 10.1 of this Agreement.
Each Contract of AVLIC or AIC which shall remain in effect after the Closing Date and, upon performance by any party thereto, give rise to any Intercompany Liability shall be in writing, shall have been provided to AML pursuant to Section 5.3 hereof, and shall be described in Section 5.15 of the Disclosure Schedule.
Prior to each Closing Date, Seller shall purchase, cause to be repaid or (with respect to guarantees) assume liability for any intercompany obligations or receivables (each an "Intercompany Liability") among Seller and its Affiliates on the one hand and the Subsidiaries to be transferred at such Closing on the other hand, except for any AT Affiliation Agreement.
Seller agrees to indemnify Buyer and the Subsidiaries for any Losses with respect to any such Intercompany Liability not fully assumed or discharged as contemplated.
No Intercompany Liabilities are outstanding other than the Intercompany Liability reflected in the Debt Conversion Agreement, as the same has been amended by the Amendment to Debt Conversion Agreement.
Included in the Purchase Price, upon the Closing, the Purchaser shall cause the Escrow Agent to deliver to the Vendor a certified cheque or bank draft representing the Intercompany Liability.
Within 30 calendar days of receipt of the revised Intercompany Liability Statement, the Purchaser shall pay, or cause the Company to pay, all Intercompany Liabilities reflected thereon except as otherwise provided under SECTION 10.1 of this Agreement.
If the Seller Liabilities exceed the Company Liabilities, within 30 calendar days of delivery of the Intercompany Liability Statement, the Seller shall pay or cause its Affiliates to pay, the amount of such excess.
If the Buyer fails to notify the Sellers of any such dispute within the 60-Day Objection Period, the Actual Statement of Net Assets, the Purchase Price and the Actual Stub Period Operating Income Statement and the Intercompany Liability Statement shall be deemed accepted and approved by the Buyer.
In accordance with Section 9.2(a)(v) hereof, Sellers shall indemnify and hold harmless the Buyer, the Acquired Companies, the Subsidiaries and their Affiliates from any and all amounts incurred by the Buyer, the Acquired Companies and the Subsidiaries to complete the Off-Balance Sheet Intercompany Liability Settlement and for any Tax liabilities or other Liabilities arising out of the Off-Balance Sheet Intercompany Liability Settlement, in each case whether occurring before, on, or after the Closing.