ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. (a) Prior to the Closing Date, Seller shall purchase, cause to be repaid or, with respect to guarantees, assume liability for any and all loans or other extensions of credit made or guaranteed by the Company to or for the benefit of any director, officer or employee of Verizon or Seller after the Closing Date.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Prior to the Closing Date, Seller shall purchase, cause to be repaid or (with respect to guarantees) assume liability for (i) any and all loans or other extensions of credit made or guaranteed by Company to or for the benefit of any director, officer, or employee of Seller or Company, or any of their Associates (except for the $85,000 in loans to employees of the Business that are Purchased Assets) and (ii) any and all loans, guarantees or other extensions of credit of any amount made to or for the benefit of Seller or any Affiliate of Seller. At the Closing Date, neither Buyer nor Company shall have any continuing commitment, obligation or liability of any kind with respect to the persons referred to in subsections (i) and (ii) above. Seller agrees to indemnify Buyer and Company for any Losses with respect to any such commitment, obligation or liability not fully assumed or discharged as contemplated.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Prior to the Closing Date, Sellers shall purchase, cause to be repaid or (with respect to guarantees) assume liability for (a) any and all Financial Support Arrangements by the Company or any of its Subsidiaries to or for the benefit of any director, officer or employee of Sellers who is expected to remain a director, officer or employee of Sellers after the Closing Date and (b) any and all Financial Support Arrangements of any amount made to or for the benefit of Sellers or any Affiliate of Sellers, except as to clauses (a) and (b) above as set forth on Schedule 4.4. Prior to the Closing Date, the principal amount of any intercompany loans payable by or to the Company or its Subsidiaries shall be cancelled. The provisions of this Section 4.4 shall not apply to (i) any intercompany trade accounts payable or receivable, (ii) any reimbursements due for corporate services, and (iii) any accrued interest on intercompany loan balances.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. 27 6.8 Termination of Grossmont Bank Loan ...........................27
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Prior to the Closing Date, the Shareholders shall purchase, cause to be repaid or (with respect to guarantees) assume liability for (a) any and all loans or other extensions of credit made or guaranteed by the Company to or for the benefit of any director, officer, or employee of the Company, or any of its Associates and (b) any and all loans, guarantees or other extensions of credit of any amount made to or for the benefit of any of the Shareholders or any Affiliate of any of the Shareholders. At the Closing Date, neither Buyer nor the Company shall have any continuing commitment, obligation or liability of any kind with respect to the persons referred to in subsections (a) and (b) above. TERMINATION OF GROSSMONT BANK LOAN. Prior to the Closing, the Shareholders shall terminate the loan agreement between Grossmont Bank and the Company and shall cause Grossmont Bank to release any and all liens and other claims in favor of Grossmont Bank against the Company and the Company's assets. ADDITIONAL CONTINUING COVENANTS
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Prior to the Closing Date, Seller shall cause to be repaid by the appropriate borrowers any and all loans or other extensions of credit made or guaranteed by Seller that relate to the Business to or for the benefit of any Affiliate, Associate, director, officer, shareholder, or employee of, or any of such Persons' Affiliates or Associates. Buyer shall not have any continuing commitment, obligation or liability of any kind with respect to the Persons referred to in the preceding sentence as a result of this Agreement. Seller agrees to indemnify Buyer for any Losses of Buyer with respect to any such commitment, obligation or liability not assumed by Buyer. Seller further represent and warrant that the transactions contemplated by this Section will have no adverse effect on the Business.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Except as set forth in Section 4.5 of the Disclosure Schedule, prior to the Closing Date, Sellers shall cause to be eliminated through dividends, capital contributions, or otherwise, to the extent they relate to the Business: (a) any and all loans made or guaranteed by any Seller or any Affiliate of any Seller (other than the Companies or their respective Subsidiaries) to or for the benefit of any Company or any Company Subsidiary of any Company; (b) any and all loans or guarantees made to or for the benefit of any Seller any Affiliate of any Seller (other than the Companies or their respective Subsidiaries) by any Company or any Company Subsidiary of any Company; and (c) other intercompany accounts between the Sellers and any Company or Company Subsidiary.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. 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. At such Closing Date, neither Buyer nor any of the Subsidiaries that have been transferred to Buyer on or prior to such Closing Date shall have any continuing commitment, obligation or liability of any kind with respect to such Intercompany Liability, except for any Intercompany Liability relating to any AT Affiliation Agreements. 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."
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Prior to the Closing Date, Seller shall purchase, cause to be repaid or assume liability for (a) any and all loans or other extensions of credit made or guaranteed by the Company to or for the benefit of any director, officer or employee of Seller who remains a director, officer or employee of Seller after the Closing Date and (b) any and all loans, banking guarantees or other extensions of credit of any amount made to or for the benefit of Seller or any Affiliate of Seller, except as to clauses (a) and (b) above as set forth on SCHEDULE 4.5. Prior to the Closing Date, the principal amount of any intercompany loans payable by or to the Company shall be cancelled.
ELIMINATION OF INTERCOMPANY AND AFFILIATE LIABILITIES. Subject to the last sentence of this Section 6.1, Bevco, promptly upon receipt of such goods and services and in no event later than 15 days thereafter, will pay or cause to be paid to Xxxx Entities or their Affiliates (as applicable) by wire transfer of immediately available U.S. funds if legally permissible (or if not legally permissible then by another mutually agreeable method), the full amount of the invoices for the goods and services identified on Company's and its Subsidiaries' purchase orders as of the Closing Date that are being fulfilled by Xxxx Entities or their Affiliates and that are set forth on Schedule 4.19(b)(i) (including, without limitation, commissions at the rates set forth in Schedule 4.19(b)(i) and all transportation, insurance and other delivery charges (but not including any commissions on such transportation, insurance and other delivery charges)); provided, that, regardless of whether such goods and services are received by Company or its Subsidiaries (as applicable) such amounts shall be paid to Xxxx Entities or their Affiliates (as applicable) on or prior to December 31, 2001. Except as set forth in the preceding sentences and in Article VIII hereof (i) none of Bevco, Company or any of Company's Subsidiaries shall have any commitment, obligation or liability of any kind with respect to Xxxx Entities or any Affiliate of Xxxx Entities, in respect of any intercompany payables from Company or any of Company's Subsidiaries to Xxxx Entities or any of their Affiliates, and (ii) neither Xxxx Entities nor any Affiliate thereof shall have any commitment, obligation or liability of any kind with respect to Bevco, Company or any of Company's Subsidiaries, in respect of any intercompany payables from Xxxx Entities or any of their Affiliates to Company or any of Company's Subsidiaries; except in either of case (i) or (ii) as may arise pursuant to the provisions of this Agreement. Within 10 days of the date hereof, Xxxx Entities shall pay Company by wire transfer of immediately available U.S. funds, an amount equal to fifty percent (50%) of the difference between the Intercompany Balance as of December 1, 2001 and the Intercompany Balance as of April 21, 2001. "
