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. 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. 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) except for Contracts to provide the services that are to be provided in accordance with any Ancillary Agreement and any Intercompany Accounts set forth on Section 6.7 of the Parent Disclosure Schedule, which may be amended prior to the Closing upon the mutual agreement of the Parties, 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, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or Liability with respect to any such intercompany accounts, and (b) any and all Cash (other than Restricted 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 (a) and (b), in such a manner as Parent shall reasonably determine in its sole discretion; provided that, Parent shall cause all such intercompany account to be settled or otherwise eliminated in a manner such that immediately prior to the Closing, each Transferred Entity is solvent as determined in accordance with applicable local Law. Subject to Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Parent shall be entitled to modify or amend the Intercompany Accounts set forth on Section 6.7 of the Parent Disclosure Schedule from time to time prior to the Closing. Except as provided by the Pre-Closing Restructuring (but without limiting the terms of Section 6.21), Parent shall not, and shall cause its Subsidiaries not to, settle, amend, terminate or otherwise eliminate any intercompany account between or among the Transferred Entities without Purchaser’s prior written consent.
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.
Intercompany Accounts; Cash. Except as described on Section 5.7 of the Parent Disclosure Schedule, 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 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 reasonable discretion, provided that it does not create any Cross-Border Intercompany Accounts between any of the Transferred Entities. A “Cross-Border Intercompany Account” is an intercompany account under which the payable is owed by a Transferred Entity organized under the laws of one country (or a political subdivision thereof) and the receivable is owned by a Transferred Entity organized under the laws of a different country (or a political subdivision thereof). 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.
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts between any member of the Seller 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 of the Transferred Entities may be taken from the Transferred Entities by Seller or other Affiliates of Seller (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations and the settling of intercompany loans accounts). Notwithstanding anything to the contrary in this Agreement, (i) intercompany accounts between or among any of the Transferred Entities and (ii) trade accounts payable and receivable created in the Ordinary Course of Business between any Transferred Entity, on the one hand, and any member of the Seller Group, on the other hand, shall not be required to have been eliminated at or prior the Closing.
Intercompany Accounts; Cash. At or prior to the Closing, (a) all intercompany accounts, except for those accounts listed on Section 5.07 of the Seller Disclosure Schedule, between Seller or any of its Subsidiaries (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 of the Transferred Entities, other than Cash that is included in Working Capital in the Estimated Closing Statement, 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 the Adjustment Time but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Adjustment Time. 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 (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
