Intercompany Liabilities. Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;
Intercompany Liabilities. Immediately prior to the Closing, Seller will cancel, settle or otherwise repay, and will cause its affiliates to cancel, settle or otherwise repay, all of its or their liabilities and obligations to the Business arising prior to the Closing which would have otherwise been required to have been set forth on the Final Statement. Immediately prior to the Closing, Seller will cause the Division to cancel, settle or otherwise repay all of its liabilities and obligations owed to Seller and its affiliates which would have otherwise been required to be set forth on the Final Statement, and Buyer Group shall not have any responsibility for those liabilities.
Intercompany Liabilities. At least five Business Days before the Closing, Seller will deliver to Buyer a true and complete list and description of all intercompany balances payable or receivable, whether or not currently due, between the Company or any other Affiliate of the Company, on the one hand, and Seller, on the other hand, to be outstanding on the Closing Date (the “Intercompany Balances”). On or prior to the Closing Date, Seller shall cause the Company to settle all Intercompany Balances, on terms and conditions that are reasonably satisfactory to Buyer. The Company will not enter into any significant contract, and Seller will not enter into any significant contract involving the Business or the Assets and Properties used in the Business, unless in the normal course of the Business. Notwithstanding the preceding sentence, neither Seller nor the Company will enter into any contract with each other or with their respective Affiliates involving the Business or affecting the Assets and Properties, except to the extent allowed under and required to effect the stated and reasonable purposes of contracts disclosed in Schedule 3.14.
Intercompany Liabilities. Prior to the Closing, Seller shall, and shall cause each of its Subsidiaries to, settle all intercompany accounts that are unpaid as of the Closing Date between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand (the “Intercompany Liabilities”).
Intercompany Liabilities. Any liabilities or obligations of Seller to any subsidiary of Seller, any shareholder or other related or affiliated person; and
Intercompany Liabilities. Prior to the Closing, the Sellers and the Acquired Companies and the Subsidiaries shall settle or otherwise repay (and shall cause their respective Affiliates to settle or otherwise repay) all intercompany Liabilities between the Sellers and their respective Affiliates (other than the Acquired Companies and the Subsidiaries), on the one hand, and the Acquired Companies and the Subsidiaries on the other hand, other than the Balance Sheet Intercompany Liabilities (the "Off-Balance Sheet Intercompany Liabilities" and the foregoing procedures being the "Off-Balance Sheet Intercompany Liability Settlement") such that none of Buyer, the Acquired Companies or the Subsidiaries shall have any Off-Balance Sheet Intercompany Liabilities to any Seller or Affiliate of any Seller. To the extent there are any Off-Balance Sheet Intercompany Liabilities which are not fully settled as of the Closing Date, Buyer and Sellers shall cooperate in using their respective commercially reasonable efforts to complete the Off-Balance Sheet Intercompany Liability Settlement as to such remaining Liabilities through journal entries on the books and records of the Sellers, and their respective Affiliates, on the one hand, and the Acquired Companies and Subsidiaries, on the other hand, or through credits or other adjustments in continuing arrangements between the Sellers and their respective Affiliates, on the one hand, and the Acquired Companies and the Subsidiaries on the other hand, or contribution of cash to the Acquired Companies in amounts necessary to repay any outstanding Off-Balance Sheet Intercompany Liabilities owing from any of the Acquired Companies and Subsidiaries to Sellers or any of their Affiliates, provided that Buyer shall, at Sellers' sole expense, use reasonable efforts to cooperate with Sellers to settle such Off-Balance Sheet Intercompany Liabilities. 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.
Intercompany Liabilities. Seller shall provide reasonably satisfactory evidence to Buyer that the Company Intercompany Liabilities have been extinguished in their entirety.
Intercompany Liabilities. Except as set forth on Schedule 4.20 there are no intercompany liabilities (other than the liabilities evidenced by the Subordinated Notes) as of the date of the Latest Balance Sheet between the Energy Spectrum Sellers and their Affiliates, on the one hand, and the Company, on the other hand. Since the date of the Latest Balance Sheet, other than accrued interest on the Subordinated Notes there has not been any accrual of liability by the Company to the Energy Spectrum Sellers or any of their Affiliates or any transaction between the Company and the Energy Spectrum Sellers and any of their Affiliates.
Intercompany Liabilities. (a) Prior to the close of business on the Closing Date, Parent shall, and shall cause each of its subsidiaries to, settle (i) all intercompany receivables and payables that were incurred prior to the 60th day preceding the Closing Date and arise from trade transactions between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand, and (ii) all intercompany loans and advances between an Acquired Company or a subsidiary of an Acquired Company, on the one hand, and Parent or any of its subsidiaries (other than the Acquired Companies and their respective subsidiaries), on the other hand.
Intercompany Liabilities. As of the Closing Date, there shall be no outstanding Liabilities of the Acquired Companies to Seller or any Affiliate of Seller (other than another Acquired Company) other than those Liabilities identified on SCHEDULE 8.6. Following the Closing, the Acquired Companies shall not be required to pay any of the Liabilities identified on SCHEDULE 8.6 in advance of their regular due date.
