AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS Sample Clauses

AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS. Parent Holdings and Holdings shall cause all intercompany accounts to be settled, and all Affiliate Agreements to be treated, as set forth in Section 4.10 of the Holdings Disclosure Schedule.
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AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS. (a) Except as set forth in Section 5.13(a) of the Disclosure Schedule, the Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (i) the Company involving or relating to the Assumed Business, on the one hand, and (ii) RCHI or any of its Affiliates (other than the Company) involving or relating to the Assumed Business, or any of the officers or directors of any of RCHI and its Affiliates (other than the Company) involving or relating to the Assumed Business, on the other hand, to be settled in full (without any premium or penalty) at or prior to the Closing.
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AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS. (a) Except as set forth in Schedule 6.11(a) hereto, Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (a) the Company, on the one hand, and (b) Seller or any of its Affiliates (other than the Company), or any of the officers or directors of Seller and any of its Affiliates, on the other hand, to be settled in full (without any premium or penalty) at or prior to the Closing. Within fifteen (15) Business Days prior to the Closing, Seller shall prepare and deliver to Purchaser a 42 preliminary statement setting out in reasonable detail the calculation of all such intercompany account balances as of the Closing based upon the latest available financial information as of such date. Seller shall provide Purchaser with supporting documentation verifying the underlying intercompany charges and transactions. If Purchaser disagrees with the calculation of such intercompany balances, Purchaser may, within ten (10) Business Days prior to the Closing Date, deliver a notice to Seller disagreeing with such calculation and setting forth Purchaser's calculation of such amount. If Purchaser and Seller are unable to resolve such disagreement within five (5) Business Days thereafter, such disagreement shall be resolved by independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller, whose determination shall be final and conclusive; provided that such dispute shall not delay the Closing unless the amount in controversy would have a Material Adverse Effect on the Company or Seller if not resolved on or before the Closing Date (which when determining whether the matter will have a Material Adverse Effect, there shall be taken into consideration the fact that such dispute will be of temporary duration until finally resolved by the selected accounting firm).
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AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS. (a) The Company shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (i) the Company involving or relating to Assumed Business, on the one hand, and (ii) the Company or any of its Affiliates (other than the Company) involving or relating to Assumed Business, or any of the officers or directors of any of the Guarantor and its Affiliates (other than the Company) involving or relating to Assumed Business, on the other hand, to be settled in full (without any premium or penalty) at or prior to the Closing.
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AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS. (a) Except as set forth in Schedule 5.13(a) hereto, the Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between
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Related to AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS

  • 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.

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

  • Account Control Agreements Account Control Agreements for all of Borrower’s deposit accounts and accounts holding securities duly executed by all of the parties thereto, in the forms provided by or reasonably acceptable to Lender.

  • Securities Accounts If a Collateral Account is a securities account, the Financial Institution agrees that:

  • Affiliate Agreement As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Investment Accounts Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;

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