Intercompany Accounts and Contracts. Prior to or on the Closing Date (a) the Xxxxxx LLCs and the Subsidiaries shall pay all outstanding payables owed to HEP or any of its affiliates (other than the Xxxxxx LLCs and the Subsidiaries), and (b) HEP and any of its affiliates (other than the Xxxxxx LLCs and the Subsidiaries) shall pay all outstanding payables owed to the Xxxxxx LLCs and the Subsidiaries. All intercompany Contracts between HEP and its affiliates, on one hand, and the Xxxxxx LLCs and the Subsidiaries, on the other hand, shall terminate effective as of the Closing.
Intercompany Accounts and Contracts. As of March 31, 2012, there were no material intercompany balances between Seller and its Affiliates, on the one hand, and any of the Companies, on the other hand except as set forth in Section 3.10 of the Seller Disclosure Schedules. Since March 31, 2012 there has not been any accrual of any liability by any of the Companies to Seller or any of its Affiliates or other transaction between any of the Companies and Seller and any of its Affiliates, except for liabilities and transactions that are not material and were entered into in the ordinary course of business of any such Companies consistent with past practice.
Intercompany Accounts and Contracts. Schedule 2.34 contains a complete list of all intercompany balances, including loans and advances and commitments with respect thereto, in respect of the Company, on the one hand, and Seller or Seller’s Affiliates (other than the Company), on the other hand, as of the last day of the calendar month ending immediately prior to the date of this Agreement. As of the Closing, all intercompany balances listed on Schedule 2.34 and all intercompany balances incurred following the last day of the calendar month ending immediately prior to the date of this Agreement shall have been satisfied and all commitments with respect thereto shall have been terminated. As of the Closing, all Related Party Agreements shall have been terminated.
Intercompany Accounts and Contracts. At or prior to the Closing, Seller shall cause all intercompany balances listed on Schedule 2.34 and all intercompany balances incurred following the last day of the calendar month ending immediately prior to the date of this Agreement to be satisfied and all commitments with respect thereto and all Related Party Agreements to be terminated.
Intercompany Accounts and Contracts. (a) Prior to 11:59 p.m., New York City time, on the date immediately prior to the Closing Date, Seller shall use commercially reasonable efforts to cause all intercompany accounts between Seller and any of its Subsidiaries (other than the Transferred Company and its Subsidiaries), on the one hand, and the Transferred Company or any of its Subsidiaries, on the other hand, to be net settled or otherwise eliminated, except as set forth on Section 6.06(a) of the Disclosure Letter or as otherwise agreed to in writing by the parties, effective as of 11:59 p.m, New York City time, on the date immediately prior to the Closing Date. Prior to 11:59 p.m., New York City time, on the date immediately prior to the Closing Date, notwithstanding anything in this Agreement to the contrary (including Section 6.01), Seller and its Subsidiaries shall have the right to facilitate the settling or elimination of intercompany accounts as contemplated by this Section 6.06, in each case in such manner as Seller may determine in its sole discretion (including by means of declaring, setting aside or paying any dividend or distribution, purchasing or redeeming equity interests, creating or repaying intercompany debt, increasing or decreasing cash pool balances, making any contribution or otherwise). Any such intercompany accounts that are not settled or otherwise eliminated as contemplated by this Section 6.06 shall be included in the calculation of the Adjusted Working Capital.
Intercompany Accounts and Contracts. 18 4.8 Conversion into Single-Member Limited Liability Companies.....................................18 4.9 No Solicitations..............................................................................19 4.10 Confidentiality...............................................................................19 4.11 Insurance.....................................................................................19 4.12 Excluded Companies............................................................................20 4.13 No Solicitation of Transferred Employees......................................................20 4.14 Consents......................................................................................20
Intercompany Accounts and Contracts. Prior to the Closing, Sellers shall take (or cause the Company or one or more of its other Affiliates to take) such actions as are necessary to (a) settle, effective as of or prior to the Closing, all intercompany accounts (except for Contracts between the Company and Deluxe) so that, as of the Closing, there are no intercompany Liabilities, fees, payables, or receivables between the Company, on the one hand, and any Seller or any Affiliates of Seller, on the other hand, and (b) terminate, effective as of the Closing, all intercompany Contracts (or portions thereof), services, support, and other arrangements, whether written or oral (except for Contracts between the Company and Deluxe and except for the Contracts set forth on Schedule 5.9), between the Company, on the one hand, and any Seller or any Affiliates of Seller, on the other hand, and, from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof), services, support, or arrangements.
Intercompany Accounts and Contracts. Prior to the Closing, Seller shall take (or cause the Company or one or more of its other Affiliates to take) such actions as are necessary to (a) settle, effective as of or prior to the Closing, all intercompany accounts (except for Contracts between the Company and West Coast and by and among the Company and its Subsidiaries) so that, as of the Closing, there are no intercompany Liabilities, fees, payables, or receivables between the Company, on the one hand, and Seller or any of its Affiliates, on the other hand with respect to such accounts, and (b) terminate, effective as of the Closing, all intercompany Contracts (or portions thereof), services, support, and other arrangements, whether written or oral (except for Contracts between the Company and West Coast and by and among the Company and its Subsidiaries, and except for the Contracts set forth on Schedule 5.10), between the Company, on the one hand, and Seller or any of its Affiliates, on the other hand, and, from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof), services, support, or arrangements.
Intercompany Accounts and Contracts. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Owner shall take (or cause the Companies or one or more of their other Affiliates to take) such actions as are necessary to (a) settle, effective as of or prior to the Closing, all intercompany accounts (except for Contracts between or among a Company and any other Company) so that, as of the Closing, there are no intercompany Liabilities, fees, payables, or receivables between any Company, on the one hand, and Owner or any of its Affiliates, on the other hand, and (b) terminate, effective as of the Closing, all intercompany Contracts (or portions thereof), services, support, and other arrangements, whether written or oral (except for the Contracts between or among a Company and any other Company and except set forth on Schedule 5.9), between the Company, on the one hand, and Owner or any of its Affiliates, on the other hand, and, from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof), services, support, or arrangements.
Intercompany Accounts and Contracts. Prior to the Closing, Sellers shall take (or cause the Company or its Affiliates to take) such actions as are necessary to (a) settle, effective as of or prior to the Closing, all intercompany accounts (excluding the Contracts for Equipment and Truck Indebtedness incurred on or prior to the Closing Date between the Company, on the one hand, and its Affiliate, Tribeca Leasing, on the other hand) so that, as of the Closing, there are no intercompany Liabilities, fees, payables, or receivables between the Company, on the one hand, and Sellers or any of their respective Affiliates, on the other hand, and (b) terminate, effective as of the Closing, all intercompany Contracts (or portions thereof), services, support, and other arrangements, whether written or oral (excluding the Contracts for Equipment and Truck Indebtedness incurred on or prior to the Closing Date between the Company, on the one hand, and its Affiliate, Tribeca Leasing, on the other hand, and except for the Contracts set forth on Schedule 5.9), between the Company, on the one hand, and any Seller or its Affiliates, on the other hand, and, from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof), services, support, or arrangements.
