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 Schedule 5.13(a) hereto, the 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) the Seller or any of its Affiliates (other than the Company), or any of the officers or directors of any of the Seller and any of its Affiliates (other than the Company), on the other hand, to be settled in full (without any premium or penalty) at or prior to the Closing; PROVIDED, HOWEVER, that from January 1, 1999 and through the Closing Date, the Company shall reimburse to the Seller, based on the Seller's actual or allocated cost on a basis consistent with past practice: (i) the direct and indirect costs of the Current Employees' compensation, benefits, payroll taxes and the like, paid or accrued by the Seller on behalf of the Company, (ii) all office and occupancy costs of the Company's operations, and (iii) corporate overhead cost allocation shall be calculated in a manner consistent with past practices. Within fifteen Business Days prior to the Closing, the Seller shall prepare and deliver to the Purchaser a 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. The Seller shall provide the Purchaser with supporting documentation verifying the underlying intercompany charges and transactions. If the Purchaser disagrees with the calculation of such intercompany balances, the Purchaser may, within ten Business Days prior to the Closing Date, deliver a notice to the Seller disagreeing with such calculation and setting forth the Purchaser's calculation of such amount. If the Purchaser and the Seller are unable to resolve such disagreement within five Business Days thereafter, such disagreement shall be resolved by independent accountants of nationally recognized standing reasonably satisfactory to the Purchaser and the Seller. (b) Section 5.13(b) of the Disclosure Schedule sets forth all agreements between the Company and the Seller or any of its Affiliates ("AFFILIATE AGREEMENTS"). All Affiliate Agreements shall be terminated and discharged without any further liability or obligation thereunder effective at December 31, 1998, upon terms and pursuant to instruments reasonably satisfactory to the Purchaser unless otherwise noted on Section 5.13(b) of the Disclosure Schedule; PROVIDED, FURTHER, that ...
Sample 1
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. (b) Section 5.13(b) of the Disclosure Schedule sets forth all agreements 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) on the other hand (collectively, " AFFILIATE AGREEMENTS"). All Affiliate Agreements shall be terminated and discharged without any further liability or obligation thereunder effective at the Closing, upon terms and pursuant to instruments reasonably satisfactory to the Purchaser, unless otherwise noted on Section 5.13(b) of the Disclosure Schedule.
Sample 1
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. (b) Section 5.12(b) of the Disclosure Schedule sets forth all agreements between (i) the Company involving or relating to the Assumed Business, on the one hand, and (ii) any of its Affiliates (other than the Company) or any of their Affiliates, on the other hand (collectively, "AFFILIATE AGREEMENTS"). Except as provided for herein, all Affiliate Agreements shall be terminated and discharged without any further liability or obligation thereunder effective at the Closing, upon terms and pursuant to instruments reasonably satisfactory to the Purchaser, unless otherwise noted on Section 5.12(b) of the Disclosure Schedule. (c) Prior to the Closing Date, and except as provided for herein, any Property or assets owned by, or in the possession of the Company or its Affiliates (including any rights or benefits under insurance policies with respect to such Property or assets) which are used principally, or are necessary, in connection with the Assumed Business and related Liabilities shall be transferred to the Purchaser (including personal property such as desks, filing cabinets, computers and peripherals without further cost, liability or obligation to the Company or the Purchaser).
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Related to AFFILIATE AGREEMENTS; INTERCOMPANY ACCOUNTS

  • Intercompany Accounts 6 Section 3.05.

  • 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; (a) Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and (b) In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any Certificated Securities (as defined in Section 9-102 of the UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the UCC) to the Administrative Agent to the extent required hereunder.

  • Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing. (b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.

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