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.
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 Business, on the one hand, and each of Seller and its Seller’s Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for hereinin 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 BusinessCompany, on the one hand, and each the Seller and its AffiliatesAffiliates (other than the Company), on the other hand, shall be eliminated except to the extent expressly provided for hereineliminated.
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 the Seller and its Affiliates, on the other hand, shall be have been eliminated except to the extent expressly provided for herein, and the parties hereto shall have received reasonably satisfactory evidence of such elimination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Helix Technology Corp), Stock Purchase Agreement (Intermagnetics General Corp)
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 the Seller and its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for herein.
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 Businessany Acquired Company or Business Subsidiary, on the one hand, and each Seller Parent and any of its Affiliatessubsidiaries (other than any Acquired Companies and Business Subsidiaries) or another Acquired Company or Business Subsidiary, on the other hand, shall be eliminated except to the extent expressly provided for hereineliminated.
Appears in 1 contract
Elimination of Intercompany Items. Effective as of the Closing, all payables, receivables, liabilities and other obligations between the BusinessBusiness or any Business Subsidiary, on the one hand, and each any Seller and or any of its AffiliatesAffiliates (other than the Business Subsidiaries), on the other hand, shall be eliminated except to the extent (a) expressly provided for hereinherein 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.
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 Seller Xxxxxx and any of its Affiliatessubsidiaries (other than any Business Subsidiaries), on the other hand, shall be eliminated eliminated, except to the extent expressly provided for hereinherein and included in Working Capital.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Brooks Automation Inc)
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 Seller and its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for herein.
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 BusinessBusiness (including PKI Indonesia), 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.
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 Seller and its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for hereinon Section 4.10 of the Disclosure 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 the Seller and any of its Affiliates, on the other hand, shall be eliminated except to the extent expressly provided for herein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)
