Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Business, on the one hand, and each Seller and its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for herein.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations (including all licenses under or to any Business IP, except for licenses granted under the Transition Services Agreement) between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, shall be eliminated or terminated, as applicable, except (a) for the arrangements described on Schedule 4.5 and (b) to the extent expressly provided for herein.
Elimination of Intercompany Items. Effective as of the Closing, PKI shall cause (a) all payables, receivables, loans, notes, advances, liabilities and other obligations, regardless of their maturity, between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, including the Affiliate Business Arrangements (excluding any Ancillary Agreement), to be settled, discharged, offset, repaid or otherwise eliminated without liability or further obligation to any Acquired Company or the Business (including with respect to Taxes or withholding liability resulting from such elimination) and (b) all Security Interests, guarantees or similar obligations of any Acquired Company, any of the assets or properties of an Acquired Company or any Acquired Asset securing any indebtedness or obligations of PKI or any of its Affiliates (other than the Acquired Companies) to be released, pursuant to customary documents in form reasonably acceptable to Buyer, except in each case, for the arrangements described on Schedule 4.5.
Elimination of Intercompany Items. Prior to the transfer of any Transferred Subsidiary all payables, receivables, liabilities and other obligations between Seller, on the one hand, and such Transferred Subsidiary, on the other hand, shall be eliminated.
Elimination of Intercompany Items. There are no outstanding payables, receivables, liabilities or other obligations pursuant to any intercompany transactions between or among any Business Subsidiary, on the one hand, and any Seller or its Subsidiaries (other than a Business Subsidiary), on the other hand.
Elimination of Intercompany Items. Effective as of the Closing, all agreements, payables, receivables, liabilities and other obligations (including all licenses under or to any AS&O Business IP, except as granted under the AS&O Product Supply Agreement, the Non-AS&O Product Supply Agreement, the Transition Services Agreement, the Pricing Letter Agreement, any other Ancillary Agreement or as set forth herein) between the AS&O Business (including the Acquired Companies), on the one hand, and GB Ltd. and any of its Affiliates (other than any Acquired Companies), on the other hand, shall be eliminated or terminated, as applicable, without any further liability or obligation to Buyer or its Affiliates (including the Acquired Companies) and the AS&O Business, except for the arrangements described on Section 5.7 of the Disclosure Schedule. From and after the Closing, GB Ltd. shall reimburse Buyer for any payment made by it or any of its Affiliates with respect to any agreement, payable, liability or obligation not eliminated or terminated as required by this Section 5.7.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Business (including the Business Subsidiaries), on the one hand, and PKI and any of its Subsidiaries (other than any Business Subsidiaries), on the other hand, shall be eliminated (it being the intention of the Parties that payables, receivables, liabilities and other obligations between the Business Subsidiaries shall not be eliminated), except (a) for the arrangements described on Schedule 4.8 and (b) to the extent expressly provided for herein.
Elimination of Intercompany Items. Effective as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date, all payables, receivables, liabilities and other obligations between the Company, on the one hand, and Seller and any of its subsidiaries (other than the Company), on the other hand, shall be eliminated without any party thereto having continuing obligations or liability to the other, except for the arrangements described on Section 5.07 of the Disclosure Schedule.
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Companies, on the one hand, and the Sellers or any of their Affiliates (other than the Companies), on the other hand, shall be eliminated without any liability to, or other obligation of, the Companies, except to the extent (a) expressly provided for in this Agreement or (b) such payables, receivables, liabilities and other obligations relate to bona fide transactions entered into or conducted on substantially prevailing market terms at substantially prevailing market prices.
Elimination of Intercompany Items. Effective as of the Closing or, with respect to a Deferred Business, the applicable Local Closing Date, PKI shall cause (a) all payables, receivables, loans, notes, advances, liabilities and other obligations, regardless of their maturity, between the Business (including the Acquired Companies), on the one hand, and PKI and any of its subsidiaries (other than any Acquired Companies), on the other hand, including the Affiliate Business Arrangements (excluding any Ancillary Agreement), to be either (i) settled, discharged, offset, repaid or otherwise eliminated without liability or further obligation to any Acquired Company or the Business (including with respect to Taxes or withholding liability resulting from such elimination) or (ii) transferred to the applicable Buyer entity in the case of a payable or receivable related to trade activities of the Business incurred in the Ordinary Course of Business in the categories set forth on Schedule 4.5(a) and held by an Asset Seller where a corresponding receivable or payable, respectively, of an equal amount is held by an Acquired Company or will upon Closing be held by a Buyer nominee which purchased Acquired Assets or assumed Assumed Liabilities and (b) all Security Interests, guarantees or similar obligations of any Acquired Company, any of the assets or properties of an Acquired Company or any Acquired Asset securing any indebtedness or obligations of PKI or any of its Affiliates (other than the Acquired Companies) to be released, pursuant to customary documents in form reasonably acceptable to Buyer, except in each case, for the arrangements described on Schedule 4.5(b). As soon as reasonably practicable following the transfer of payables and/or receivables pursuant to Section 4.5(a)(ii), PKI shall provide Buyer a list of all such transferred payables and/or receivables (and the corresponding receivables and/or payables, as the case may be) together with reasonable supporting detail. At any time and from time to time after the Closing Date, as and when requested by Xxxxx (or any of the applicable Buyer entities), PKI shall reasonably cooperate with Buyer, its Affiliates and advisors in connection with the settlement of such payables and/or receivables and shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates, and shall take, or cause to be taken, all such further or other actions, in each case as are necessary to be executed or performed b...
