Intercompany Account Obligations Sample Clauses

Intercompany Account Obligations. As of the Effective Time, all then outstanding intercompany obligations, agreements and contracts between any Group Member and the Parent, the Seller or any of their Affiliates (other than any Group Member) shall be cancelled or otherwise eliminated, at no cost to the Purchaser, and in all cases none of the Parent, the Seller, any of their Affiliates or any Group Member shall have any further liability or obligation in respect of any such intercompany obligation, agreement or contract; provided that nothing in this Section 1.04 shall affect any of the covenants, agreements, obligations or liabilities of the Parent, the Seller or the Purchaser as set forth in this Agreement.
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Intercompany Account Obligations. 4 1.05 Guaranties............................................... 4
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Intercompany Account Obligations. As a material inducement to the Purchaser to purchase the Shares, as of the Effective Time, except as set forth on Schedule 1.04 hereto, all then outstanding intercompany obligations of any Group Member to the Parent, the Seller or any of their Affiliates (other than any Group Member) shall be cancelled or otherwise eliminated, without cash to or payment by any Group Member and be deemed capital contributions to such Group Member, and all then outstanding intercompany obligations of the Parent, the Seller or any of their Affiliates (other than any Group Member) to any Group Member shall be cancelled or otherwise eliminated, and in all cases none of the Parent, the Seller, any of their Affiliates or any Group Member shall have any further liability or obligation in respect of any such intercompany obligation; provided that nothing in this Section 1.04 shall affect any of the covenants, agreements, obligations or liabilities of the Parent, the Seller or the Purchaser set forth in this Agreement.
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Intercompany Account Obligations. As of the Closing, all then -------------------------------- outstanding intercompany obligations of any Group Member to the Seller or any of its Affiliates (other than any Group Member), shall be cancelled by being considered as a capital contribution by Seller to FPM and no Group Member shall have any further liability or obligation in respect of any such intercompany obligations; provided that nothing in this Section 1.06 shall affect any and all of the covenants, agreements, obligations and other provisions of this Agreement applicable to the Seller, RHCI, the Purchaser or any Group Member set forth in this Agreement, including, without limitation, the provisions of Section VIII.
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Intercompany Account Obligations. As of the Closing, all then outstanding intercompany obligations of any Group Member to the Seller or any of its Affiliates (other than any Group Member), shall be cancelled by being considered as a capital contribution by Seller to FPM and no Group Member shall have any further liability or obligation in respect of any such
Sample 1
Intercompany Account Obligations. As of the Closing, all then outstanding intercompany obligations, agreements and contracts between any Group Member and the Parent, the Seller or any of their Affiliates (other than any Group Member) shall be cancelled or otherwise eliminated, at no cost or expense to the Purchaser or any Group Member, and in all cases none of the Parent, the Seller, any of their Affiliates or any Group Member shall have any further liability or obligation in respect of any such intercompany obligation, agreement or contract; provided that nothing in this Section 1.04 shall affect any of the covenants, agreements, obligations or liabilities of the Parent, the Seller, any Group Member or the Purchaser as set forth in this Agreement or the agreements contemplated hereby or the Consent dated as of May 27, 1999 (the "Consent") by and among the Parent and certain of its Subsidiaries, the Banks (as defined in the Consent) and the Agent (as defined in the Consent) or the agreements contemplated thereby.
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Intercompany Account Obligations. 4 1.05 Guaranties.......................................................... 4 II. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SELLER................ 4
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Related to Intercompany Account Obligations

  • Intercompany Accounts 6 Section 3.05.

  • Deposit Account Payments Subsection (b) is amended to read as follows:

  • Cash Collateral Accounts Maintain, and cause each of the other Loan Parties to maintain, all Cash Collateral Accounts with Bank of America or another commercial bank located in the United States, which has accepted the assignment of such accounts to the Administrative Agent for the benefit of the Secured Parties pursuant to the terms of the Security Agreement.

  • Collateral Accounts The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

  • Financial Accounts Exhibit E, as may be updated by the Borrower in a written notice provided to Agent after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

  • Deposit Accounts; Securities Accounts The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof are those listed on Schedule 6 (Bank Accounts; Control Accounts), which sets forth such information separately for each Grantor.

  • Special Accounts For the purposes of this Schedule:

  • Cash Accounts, Deposits and Money Movements Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

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