Intercompany Accounts; Cash. (a) At or prior to the Closing, (i) all intercompany accounts (including those set forth on Section 6.8 of the Parent Disclosure Schedule), between any member of the Parent Group (other than the Transferred Entities), on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or liability with respect to the intercompany accounts set forth on Section 6.8 of the Parent Disclosure Schedule, and (ii) without limiting the provisions of Section 8.14, any and all Cash of the Transferred Entities may be extracted from the Transferred Entities by the Sellers or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (i) and clause (ii), in such a manner as Parent shall reasonably determine in its sole discretion.
(b) For the avoidance of doubt, (i) other than as set forth in Section 8.14, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated on the Closing Date and (ii) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group (other than the Transferred Entities), on the other hand, created in the Ordinary Course of Business, shall not be required to have been eliminated on the Closing Date.
Intercompany Accounts; Cash. As of immediately prior to 12:01 a.m. (New York City time) on the Closing Date, (a) all intercompany accounts, except for those accounts listed on Section 5.7 of the Seller Disclosure Schedule, between any member of the Seller Group (other than the Transferred Entities), on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by Seller, in the case of each of clauses (a) and (b), in such a manner as Seller shall determine in its sole discretion. Any such intercompany accounts that are settled after 12:01 a.m. (New York City time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of immediately prior to 12:01 a.m. (New York City time) on the Closing Date. For the avoidance of doubt, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing.
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts between Seller Parent and/or any of its Affiliates (other than the Transferred Group), on the one hand, and any member of the Transferred Group, on the other hand, shall be settled or otherwise eliminated, and (b) any and all cash and cash equivalents may be extracted by Seller Parent from the Transferred Group, in each case in such a manner as Seller Parent shall determine in its sole discretion (but in any event, in a manner that would not reasonably be expected to impair the operation of the Business), and no party shall have any further liability with respect thereto. Intercompany accounts between and among members of the Transferred Group shall not be affected by this provision.
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.7 of the Parent Disclosure Schedule, between any member of the Parent Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by the Seller or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (a) and (b), in such a manner as Parent shall determine in its sole discretion. For the avoidance of doubt, (x) intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing and (y) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, created in the ordinary course of business (including for product sales), shall not be required to have been eliminated at the Closing.
Intercompany Accounts; Cash. (a) At or prior to the Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.7 of the Parent Disclosure Schedule, between any member of the Parent Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by Parent and its Affiliates (including through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations and the settling of intercompany loans accounts), in the case of each of clause (a) and (b), in such a manner as Parent shall determine in its sole discretion. Notwithstanding anything to the contrary contained herein, (x) intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing and (y) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, created in the ordinary course of business, shall not be required to have been eliminated at the Closing.
(b) In the event that the shareholders in Quikr, other than Parent or its Subsidiaries, including the Transferred Entities, exercise any right of first offer they may have over Parent’s indirect interest in Quikr or otherwise acquire Parent’s indirect interest in Quikr, Purchaser shall be entitled to any consideration paid to Parent or any of its Subsidiaries, including the Transferred Entities, for its interest in Quikr, net of any out-of-pocket costs and expenses (including Taxes) imposed on Parent or any of its Affiliates (including the Transferred Entities) in connection with the receipt of such consideration (the “Quikr Consideration”). In furtherance of the foregoing, in the event that such Quikr Consideration is paid by the Quikr shareholders: (i) prior to the Contribution Effective Time to Parent or any of its Subsidiaries, including the Transferred Entities, the Quikr Consideration shall reduce the amount of the Contribution Entities Cash on a dollar for dollar basis; or (ii) on or after the Contribution Effective Time to Parent or any of its Subsidiaries, excluding the Transferred Entities, Parent shall promptly transfer the full amount of the Quikr Consideration in immediately available funds, by wire transfer, to an account designated by Purchaser, provided that in the case of (ii), any Liability existing at the...
Intercompany Accounts; Cash. Prior to the Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.9 of the Parent Disclosure Schedule, between any member of the Parent Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated without Liability to any Transferred Entity and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by Parent and its Affiliates prior to the Effective Time (including through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations and the settling of intercompany loans accounts), in the case of each of clause (a) and (b), in such a manner as Parent shall determine in its sole discretion. Notwithstanding anything to the contrary contained herein, (x) intercompany accounts solely between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing and (y) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group, on the other hand, created in the ordinary course of business and to the extent included in Working Capital, shall not be required to have been eliminated at the Closing.
Intercompany Accounts; Cash. 58 Section 6.9 Termination of Intercompany Arrangements.............................................58 Section 6.10 Guarantees; Commitments .........................................................................58 Section 6.11 Insurance; Director and Officers Indemnification and Insurance ..............59 Section 6.12 Litigation Support ......................................................................................62 Section 6.13
Intercompany Accounts; Cash. At or prior to a Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.7 of the Seller Disclosure Schedule, between any member of the Seller Group (other than the Transferred Entities to which such Closing relates), on the one hand, and the Transferred Entities to which such Closing relates, on the other hand, shall be settled or otherwise eliminated without any further liability or obligation on the part of any such Transferred Entity to which such Closing relates and (b) any and all cash or cash equivalents of the Transferred Entities to which such Closing relates may be extracted from the Transferred Entities by Seller, in the case of each of clauses (a) and (b), in such a manner as Seller shall determine in its sole discretion. Any such intercompany accounts that are settled without any consideration, liability or obligation on the part of any Transferred Entity to which such Closing relates after 12:01 a.m. (New York City time) on the applicable Closing Date but in connection with the applicable Closing shall be deemed for purposes of this Agreement to have been settled as of 11:59 p.m. (New York City time) on day immediately prior to such Closing Date. For the avoidance of doubt, intercompany accounts between and among any of the Transferred Entities subject of the same Closing shall not be required to have been eliminated at such Closing.
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts (including intercompany indebtedness), except for those accounts listed on Section 5.7 of the Seller Disclosure Schedule, between any Seller and/or any of their respective Affiliates (other than any Transferred Company), on the one hand, and any Transferred Company, on the other hand, shall be settled or otherwise eliminated in a manner that is approved by the Purchaser, such approval not to be unreasonably withheld, delayed or conditioned, and (b) any and all Cash of the Transferred Companies may be extracted by the Sellers, in each case in such a manner as is approved by the Purchaser, such approval not to be unreasonably withheld, delayed or conditioned, and, in each case, no party shall have any further Liability with respect
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts between any member of the Parent Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated and (b) any and all cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by the Sellers, in the case of each of clauses (a) and (b), in such a manner as the Sellers shall determine in its sole discretion, provided that the Sellers may not cause the Transferred Entities to make any such distribution if such distribution, individually or in the aggregate with other distributions, would or would reasonably be expected to violate any applicable Laws. For the avoidance of doubt, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated at the Closing.
