Intercompany Accounts and Agreements. (a) Section 3.21 of the Company Disclosure Schedule contains a complete list of all existing material intercompany arrangements (including those relating to goods, rights, services or reinsurance arrangements) between Seller and its Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand. For the avoidance of doubt, Section 3.21 does not contain, and is not required to include, any such intercompany arrangements or agreements to be established, entered into, or executed and delivered pursuant to the terms of this Agreement. The parties thereto have complied with the terms and conditions of all agreements listed in Section 3.21 of the Company Disclosure Schedule.
(b) No executive officer or director of Seller or any of its Subsidiaries or any Company or any of its Subsidiaries owns, leases or licenses or is an Affiliate of any person that owns, leases or licenses any assets (other than de minimis assets) which are used by any Company or any of its Subsidiaries to conduct its business as it is currently conducted. Except as set forth in Section 3.21 of the Company Disclosure Schedule and except for any employment agreement or other benefit or compensation arrangements to which any Company or any of their Subsidiaries is a party, no Company nor any Subsidiary is a party to any agreement, arrangement or other understanding with any executive officer or director of any Company or any of its Subsidiaries.
(c) None of the Companies or their Subsidiaries have any escrow deposits at Centennial Bank.
(d) No current or former executive officer or director of any Company or any of its Subsidiaries has asserted any claim, charge, action or cause of action against such Company or Subsidiary, except for immaterial and routine claims for accrued vacation pay or accrued benefits under any Company Benefit Plan.
Intercompany Accounts and Agreements. All intercompany accounts between the Seller or its Affiliates, on the one hand, and the Xxx Xxxxxx Business, on the other hand, as of the Closing shall be settled (irrespective of the terms of payment of such intercompany accounts) in the manner provided in this Section 7.04. At least two Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement setting out in reasonable detail the calculation of all such intercompany account balances based upon the latest available financial information as of such date and, to the extent requested by Buyer, provide Buyer with supporting documentation to verify the underlying intercompany charges and transactions. All such intercompany account balances, and any balances arising after such calculation but on or before the Closing, shall be paid in full on or prior to the Closing. Except (i) to the extent necessary for the provision of any services as contemplated in any Ancillary Agreement, (ii) as set forth on Section 7.04 of the Seller Disclosure Schedule or (iii) as otherwise mutually agreed in writing by Seller and Buyer, all Contracts between Seller or its Affiliates, on the one hand, and the Xxx Xxxxxx Business, on the other hand, are hereby terminated effective as of the Closing and without further liability or obligation (contingent or otherwise) thereunder.
Intercompany Accounts and Agreements. All intercompany accounts and agreements between Seller and its Affiliates (other than the Company), on the one hand, and the Company, on the other hand, as of the Closing Date will be settled (irrespective of the terms of payment of such intercompany accounts) in full prior to the Closing Date by netting such balances against each other, and the resultant balance contributed to capital or paid by cash or dividend, as the case may be, and deemed without further action to be fully discharged as of the close of business on the Closing Date.
Intercompany Accounts and Agreements. Prior to the Closing, Sellers shall cancel all intercompany accounts and agreements, except those agreements set forth on Schedule 6.1.8, between the B-Line Business on one side and any of Sellers on the other side.
Intercompany Accounts and Agreements. (a) Except as set forth in Section 5.08(a) of the Disclosure Schedule, immediately prior to the Initial Closing, LivaNova shall, and shall cause its subsidiaries to, (i) terminate, effective as of the Applicable Closing Date, all Contracts between LivaNova or any of its subsidiaries (other than the Transferred Subsidiaries), on the one hand, and any Transferred Subsidiary, on the other hand and (ii) cause each of the Transferred Subsidiaries to be released from all covenants, agreements, Claims and Liabilities under any such Contracts.
(b) At any time prior to the Initial Closing, all intercompany receivables, payables and loans between LivaNova or any of its subsidiaries (other than the Transferred Subsidiaries), on the one hand, and any Transferred Subsidiary, on the other hand, shall be settled in such manner as is contemplated by the Restructuring Plan.
Intercompany Accounts and Agreements. Except to the extent not otherwise settled, capitalized or otherwise eliminated pursuant to any Ancillary Agreement, all (i) intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or under any Continuing Arrangements as set forth on Schedule Section 2.3(a), and other than payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements), if any, and (ii) intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Autoliv Group, on the one hand, and any member of the Veoneer Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall be settled or capitalized, in each case as of the Effective Time, as may be agreed prior to the Effective Time by Autoliv and Veoneer, and their respective Subsidiaries, as applicable. Each of the Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by such agreement or agreements in respect of such settlements or capitalizations.
Intercompany Accounts and Agreements. Effective as of immediately prior to the Closing, except (a) for the Transaction Documents and (b) for those arrangements set forth on Section 6.05 of the Exxxxxx Disclosure Schedule, all intercompany accounts between Exxxxxx or any of the Exxxxxx Retained Subsidiaries, on the one hand, and any Exxxxxx Contributed Subsidiary, on the other hand, shall be settled and paid in full (regardless of the terms of payment of such intercompany accounts), and all Contracts between Exxxxxx or any of the Exxxxxx Retained Subsidiaries, on the one hand, and Newco, Merger Subsidiary or any Exxxxxx Contributed Subsidiary, on the other hand, shall be terminated, in each case without further Liability or obligation (contingent or otherwise) to Newco or any of its Subsidiaries.
Intercompany Accounts and Agreements. (a) Except as set forth in Section 6.16(a) of the Parents Disclosure Letter and Section 6.6(m) of this Agreement, any intercompany accounts and all amounts due under intercompany leases and other agreements between any of the Companies, on the one hand, and Parents and their affiliates (other than the Companies), on the other hand, related to the Non-STP Assets and Liabilities shall be paid or otherwise settled in cash, and all such agreements shall be terminated, as of the Non-STP Acquisition Closing; provided, that, any intercompany accounts between any of the Companies, on the one hand, and Parents and their affiliates (other than the Companies), on the other hand, relating to the Texas Genco Money Pool Agreement dated as of October 22, 2003 (the “Money Pool Agreement”) shall be paid or otherwise settled in cash and such agreement shall be terminated as of such date with respect to Genco II LP and Genco Services and from such date until the STP Acquisition Closing Date, no person other than a Company may borrow funds under the Money Pool Agreement; provided, further, that all amounts payable under any fuel purchase Contracts and the Current Transition Services Agreement shall be paid in the ordinary course consistent with past practice. Such payment, settlement or termination shall be made effective at or prior to the Non-STP Acquisition Closing or as promptly thereafter as practicable. No adjustment shall be made to the Non-STP Consideration as a result of any such payment, settlement or termination.
(b) Except as set forth in Section 6.16(b) of the Parents Disclosure Letter and Section 6.6(m) of this Agreement, any intercompany accounts and all amounts due under intercompany leases and other agreements between any of the Companies, on the one hand, and Parents and their affiliates (other than the Companies), on the other hand, related to the STP Assets and Liabilities shall be paid or otherwise settled in cash, and all such agreements shall be terminated, as of the STP Acquisition Closing; provided, that, any intercompany accounts between any of the Companies, on the one hand, and Parents and their affiliates (other than the Companies), on the other hand, relating to the Money Pool Agreement shall be paid or otherwise settled in cash and such agreement shall be terminated as of such date with respect to all Companies; provided, further, that all amounts payable under the Transition Services Agreement shall be paid in the ordinary course consistent wit...
Intercompany Accounts and Agreements. Except as set forth in Exhibit H attached hereto and except for this Agreement, any Fee Agreement to which SunSource Corporate Group, Inc. is a party, SunSource agrees to cause all Contracts, including, without limitation, intercompany notes, between or among SunSource or any of its Affiliates (other than the Contributed Entities), on the one hand, and the Contributed Entities, on the other hand, and those Contracts and transactions set forth or required to be set forth on Schedule 3.25 of the Disclosure Schedule, to be terminated as to the Contributed Entities on or prior to the Closing Date, without cost or Liability to, and with a full release of, the Contributed Entities. Except as expressly provided in Section 6.1 of this Agreement, none of the SunSource Entities shall unilaterally terminate or intentionally breach any of the Contracts or transactions set forth on Exhibit H. The Parties acknowledge that (other than with respect to the agreement relating to the Designated Consent) the Partnership shall not be obligated to participate under any of such Contracts.
Intercompany Accounts and Agreements. Each of CTek and the Shareholders represent and warrant that CTek does not maintain any intercompany accounts with any of Creative Bellow’s Liabilities or the Liabilities of any other CTek Subsidiary, and is not a party to any intercompany agreements with any of the foregoing.
