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. 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. 4 1.05 Guaranties............................................... 4
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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
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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. 4 1.05 Guaranties.......................................................... 4 II. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SELLER................ 4
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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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Related to Intercompany Account Obligations

  • Intercompany Accounts 39 SECTION 3.31

  • Settlement of Intercompany Accounts Each Intercompany Account outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the Ensign Group and the Pennant Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.

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

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

  • 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.

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Collateral Accounts Evidence that the Collateral Accounts have been established;

  • 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.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

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