Certain Intercompany Matters. Fail to (i) satisfy customary ---------------------------- formalities with respect to organizational separateness, including, without limitation, (x) the maintenance of separate books and records and (y) the maintenance of separate bank accounts in its own name; (ii) act solely in its own name and through its authorized officers and agents, (iii) commingle any money or other assets of any Unrestricted Subsidiary with any money or other assets of the Borrower or any of the Restricted Subsidiaries; or (iv) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Borrower, each Unrestricted Subsidiary and the Restricted Subsidiaries being ignored under any circumstance. 8.15
Certain Intercompany Matters. The Borrower will not permit any of its Excluded Subsidiaries to (a) fail to satisfy customary formalities with respect to organization separateness, including (i) the maintenance of separate books and records and (ii) the maintenance of separate bank accounts in its own name, (b) fail to act solely in its own name and through its authorized officers and agents, (c) commingle any money or other assets of any Excluded Subsidiary with any money or other assets of the Borrower or any other Subsidiary of the Borrower, or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Excluded Subsidiaries being ignored under any circumstance.
Certain Intercompany Matters. 60 8.12 Limitation on Restrictions on Subsidiary Distributions.....................60 8.13 Limitation on Lines of Business............................................60 8.14
Certain Intercompany Matters. Except as contemplated by any of the Ancillary Agreements or otherwise Previously Disclosed, (a) all services provided by Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) to any of the Companies or the Transferred Subsidiaries, (b) all services provided to Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) by any of the Companies or the Transferred Subsidiaries and (c) all agreements between Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) on the one hand, and any of the Companies or the Transferred Subsidiaries, on the other hand, in each case shall be terminated as of immediately prior to the Closing without payment or incurrence of further liability or obligation (contingent or otherwise) thereunder.
Certain Intercompany Matters. The Issuer will not permit any of its Excluded Subsidiaries to (a) fail to satisfy customary formalities with respect to organization separateness, including (i) the maintenance of separate books and records and (ii) the maintenance of separate bank accounts in its own name, (b) fail to act solely in its own name and through its authorized officers and agents, (c) commingle any money or other assets of any Excluded Subsidiary with any money or other assets of the Issuer or any other Subsidiary of the Issuer, or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Excluded Subsidiaries being ignored under any circumstance.
Certain Intercompany Matters. (a) Seller covenants as follows:
Certain Intercompany Matters. Except as specifically contemplated by any of the Transaction Documents, or to the extent the Acquiror notifies the Transferor otherwise within sixty (60) days of the date hereof, or as set forth on Schedule 7.6(a) of the Transferor Parties Disclosure Schedule, (a) all services provided by the Transferor or any of its Affiliates (other than the Transferred Companies) to any of the Transferred Companies, (b) all services provided to the Transferor or any of its Affiliates (other than the Transferred Companies) by any of the Transferred Companies and (c) all agreements between the Transferor or any of its Affiliates (other than the Transferred Companies) on the one hand, and any of the Transferred Companies, on the other hand, in each case shall be terminated as of immediately prior to the Closing without payment or incurrence of further liability or obligation (contingent or otherwise) thereunder. At the Closing, the Acquiror shall, or shall cause a Subsidiary of the Acquiror to, assume, or otherwise cause to be terminated, the obligations of the Founder pursuant to the Contract set forth on Schedule 7.6(b) of the Transferor Parties Disclosure Schedule.
Certain Intercompany Matters. 93 8.15 Preferred Stock Documents and New Preferred Stock...........93
Certain Intercompany Matters. ..9 Section 2.1. Ancillary Separation Agreements...........................9 Section 2.2. Insurance Matters.........................................9 Section 2.3. Registration Rights......................................11 Section 2.4. No Amendment, Waiver or Termination of Merger Agreement................................................12 Section 2.5. Publicity................................................12
Certain Intercompany Matters. (a) As of the Closing, all intercompany accounts receivable and accounts payable between the Company or any Division Entity, on the one hand, and Seller or any of its Affiliates (other than the Company or any Division Entity), on the other hand, shall be addressed as provided in this Section 2.2(a) such that (i) immediately after the Closing (and for the purposes of Section 1.6), none of the Company or any Division Entity will (A) owe any amounts to Seller or any of its Affiliates (other than the Company or a Division Entity) under any such intercompany payables with respect to which the Company or a Division Entity was the obligor or (B) be due any amounts from Seller or any of its Affiliates (other than the Company or a Division Entity) under any such intercompany receivables with respect to which the Company or a Division Entity was the holder and (ii) neither the Company nor any Division Entity will bear any cost or incur any liability as a result of achieving this result. As soon as practicable after the date hereof, and in any event at least 30 days prior to the anticipated Closing Date, Seller shall meet and confer with Buyer and discuss the manner in which Seller would propose to achieve the result set forth in the preceding sentence (whether by cancelling, forgiving or transferring any such intercompany payables or receivables to or from the Company or any Division Entity at or prior to the Closing) and, upon the reasonable request of Buyer, take such actions as Buyer may direct to achieve this result so long as (x) such actions requested by Buyer, if implemented as of the Closing, would have no cost or liability to Seller or any of its Affiliates or (y) Buyer reimburses Seller for any costs or liabilities incurred by Seller or any of its Affiliates as a result of such requested action. The foregoing notwithstanding, Seller shall not take or be required to take any action with respect to any assets or obligations of any Division Entity that is not wholly owned, directly or indirectly by Seller, expect in compliance with all applicable agreements and Laws relating to such entity. DIAGNOSTIC DIVISION-GORES
