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 of Seller and Seller’s Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreement.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)
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 of Seller and Seller’s its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementherein.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Par Technology Corp), Asset Purchase and Sale Agreement (ORBCOMM Inc.)
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the BusinessCompany, on the one hand, and each of the Seller and Seller’s Affiliatesits Affiliates (other than the Company), on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementeliminated.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Idx Systems Corp), Stock Purchase and Sale Agreement (Spheris Leasing LLC)
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the BusinessCompany, on the one hand, and each of the Seller and Seller’s its Affiliates, on the other hand, shall be have been eliminated except to the extent expressly provided for in herein, and the Subcontract Agreement.parties hereto shall have received reasonably satisfactory evidence of such elimination. 5.2
Appears in 1 contract
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 of Seller and Seller’s its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in on Section 4.10 of the Subcontract AgreementDisclosure Schedule.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Skillsoft Public Limited Co)
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 of the Seller and Seller’s any of its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementherein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)
Elimination of Intercompany Items. Effective as of the Closing, and notwithstanding Sections 1.1(a) and 1.1(c), all payables, receivables, liabilities and other obligations between the BusinessSeller, on the one hand, and each of Seller and Seller’s its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementherein.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
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 of the Seller and Seller’s its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementherein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Student Advantage Inc)
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the BusinessCompany, on the one hand, and each of the Seller and Seller’s its Affiliates, on the other hand, shall be have been eliminated except to the extent expressly provided for in herein, and the Subcontract Agreementparties hereto shall have received reasonably satisfactory evidence of such elimination.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intermagnetics General Corp)
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the Businessany Acquired Company or Business Subsidiary, on the one hand, and each Parent and any of Seller its subsidiaries (other than any Acquired Companies and Seller’s AffiliatesBusiness Subsidiaries) or another Acquired Company or Business Subsidiary, on the other hand, shall be eliminated except to the extent expressly provided for in the Subcontract Agreementeliminated.
Appears in 1 contract
Elimination of Intercompany Items. Effective as of immediately prior to the Closing, all payables, receivables, liabilities and other obligations between the BusinessBusiness (including the Business Subsidiaries), on the one hand, and each Xxxxxx and any of Seller and Seller’s Affiliatesits subsidiaries (other than any Business Subsidiaries), on the other hand, shall be eliminated eliminated, except to the extent expressly provided for herein and included in the Subcontract AgreementWorking Capital.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Brooks Automation Inc)
