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. Xxxxxx 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. (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.
(b) As of the close of business on the business day immediately prior to the Closing Date, the principal amount of any note receivable and all other intercompany loans, together with any accrued interest, payable to the Company by Seller or Verizon shall be paid.
(c) As of the close of business on the business day immediately prior to the Closing Date, the principal amount of any note payable and all other intercompany loans, together with any accrued interest, payable by the Company to Seller or Verizon (or any of their respective Affiliates other than the Company) shall be cancelled, and the Company shall assume liability for any and all guarantees or other extensions of credit support made by Seller or Verizon (or any of their respective Affiliates other than the Company) to or for the benefit of the Company to the extent set forth in Section 4.6 of the Seller Disclosure Schedule.
(d) The provisions of this Section 4.6 shall not apply to (i) any intercompany trade accounts payable or receivable, including amounts payable by or to Verizon Wireless or its Affiliates (or other Persons in which Verizon beneficially owns capital stock) under Contracts for the provisions of clearing, settlement and other services, (ii) any reimbursements due for corporate services under the pro-rate agreement or arrangement with Verizon consistent with past practice, or (iii) any other liability or obligation set forth in Section 4.6 of the Seller Disclosure Schedule.
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 (a) any and all Financial Support Arrangements by the Acquired Entities to or for the benefit of any director, officer or employee of Seller or ACS Defense who is expected to remain a director, officer or employee of Seller, ACS Defense, the Seller Transferee Subsidiary or any of their Affiliates after the Closing Date and (b) any and all Financial Support Arrangements of any amount made by an Acquired Entity to or for the benefit of Seller or any Affiliate of Seller other than an Acquired Entity, except as to clauses (a) and (b) above as set forth on Schedule 4.4; provided, however, that (i) Seller shall obtain a release of the guaranty of ACS Government of the obligations under the ACS Credit Agreement and Seller shall use its commercially reasonable efforts to obtain a release of the guaranty of each applicable Acquired Entity under past credit agreements of ACS, to the extent that such prior credit agreements provide for the release of guarantors and (ii) the Reimbursement Agreement, dated as of September 12, 2002, to which ACS Government is a party, shall have been amended so as to terminate the status as a party thereto of any Acquired Entity that is a party thereto. Prior to the Closing Date, the principal amount of any intercompany loans payable by Seller or any Affiliate of Seller (other than an Acquired Entity) to any Acquired Entity or by any Acquired Entity to Seller or any Affiliate of Seller (other than an Acquired Entity) shall be cancelled.
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. Prior to the ----------------------------------------------------- Closing Date, Seller 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 Seller who remains a director, officer or employee of Seller after the Closing Date and (b) 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, except in either case as set forth on Schedule 6.5. Prior to the Closing Date, the principal amount of any intercompany loans payable by the Company to Seller or by Seller to the Company shall be cancelled. The provisions of this Section 6.5 shall not apply to (i) any intercompany trade accounts payable or receivable or (ii) any reimbursements due for corporate services, in each case, to the extent that such trade payables or receivables and reimbursements either (A) represent allowable costs under the DOE Contract (including, without limitation, amounts owed to LMSI) or (B) represent amounts for corporate services not to exceed $90,000 on the Closing Date. Any such payables, receivables or reimbursements due that exceed such amounts and do not represent allowable costs under the DOE Contract shall be forgiven or contributed to the capital of the Company, as applicable, as of the Closing Date. Purchaser acknowledges that the intercompany obligation resulting from the deposit of cash received in the ordinary course by the Company in accounts of Seller or its Affiliates prior to the Closing will be subject to this Section 6.5.
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 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. 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. 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 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."
2.2 Section 4.8 of the Agreement is hereby amended in its entirety to state as follows:
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 (a) any and all loans or other extensions of credit made or guaranteed by the Company or any of its Subsidiaries to or for the benefit of any director, officer or employee of GTE or Seller who remains a director, officer or employee of GTE or Seller after the Closing Date and (b) 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, except in either case as set forth on Schedule 4.5. Prior to the Closing Date, the amount of any dividend payable by the Company, together with the principal amount of, and any accrued but unpaid interest on, any intercompany loans payable and receivable by the Company shall be cancelled and treated as a contribution to capital of the Company. The provisions of this Section 4.5 shall not apply to any intercompany trade accounts payable or receivable with respect to commercial transactions involving the Company and its Subsidiaries prior to the Closing Date, excluding for this purpose any corporate overhead charges or assessments (including assessments relating to GTE Laboratories) payable by the Company or any of its Subsidiaries with respect to periods prior to the Closing Date.
