Intercompany Accounts; Guaranties Sample Clauses

Intercompany Accounts; Guaranties. (a) Except as otherwise provided in Section 5.15, (i) prior to the Effective Time, no Business Entity shall repay (A) any indebtedness or other payable owing to Diageo or any Continuing Affiliate or (B) any other indebtedness except as required by the terms thereof and (ii) effective as of the Effective Time, all intercompany receivables, payables, loans and investments then existing between Diageo or any Continuing Affiliate, on the one hand, and the Business Entities, on the other hand, shall be settled by way of capital contribution (with respect to intercompany payables or loans due to Diageo or any Continuing Affiliate) or by way of dividend in kind (with respect to receivables of any Business Entity owed by Diageo or any Continuing Affiliate). (b) General Mills shall use its reasonable best efforts to cause itself or one or xxxx of its Affiliates to be substituted in all respects for Diageo or any Continuing Affiliate, effective as of the Closing, in respect of all obligations of Diageo and any Continuing Affiliate under each of the material guaranties, bonding arrangements, letters of credit and letters of comfort given by Diageo or any of its Continuing Affiliates for the benefit of the Business Entities, which material guaranties, performance bonds, letters of credit and letters of comfort are set forth in Schedule 5.6 of the Diageo Disclosure Schedule. Diageo shall use its reasonable best efforts to cause itself or one or more of the Continuing Affiliates to be substituted in all respects for any Business Entity, effective as of the Closing, in respect of all obligations of any Business Entity under each material guaranty, bonding arrangement, letter of credit and letter of comfort given by any of the Business Entities for the benefit of Diageo or any of the Continuing Affiliates and not related to the Business.
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Intercompany Accounts; Guaranties. (a) Other than as set forth on Schedule 5.6(a) to the Seller Disclosure Letter, all intercompany (i) accounts between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be paid in full in cash or terminated without liability on or prior to the Closing Date; (ii) Indebtedness between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be paid in full in cash or terminated without liability prior to the Closing Date; and (iii) subject to Section 5.3(b), Contracts between Seller or any of the Continuing Affiliates, on the one hand, and any Business Entity, on the other hand, shall be terminated without liability on or prior to the Closing Date. (b) Buyer shall use its commercially reasonable efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Seller or any Continuing Affiliate, effective as of the Closing, in respect of all obligations of Seller and any Continuing Affiliate under each of the guaranties, bonding arrangements, letters of credit, indemnification agreements and letters of comfort given by Seller or any of its Continuing Affiliates for the sole benefit of the Business Entities, which guaranties, performance bonds, letters of credit, indemnification agreements and letters of comfort are set forth on Schedule 5.6(b) to the Seller Disclosure Letter (each a “Seller Guaranty”). Seller shall use its commercially reasonable efforts to cause itself or one or more of the Continuing Affiliates to be substituted in all respects for any Business Entity, effective as of the Closing, in respect of all obligations of any Business Entity under each guaranty, bonding arrangement, letter of credit and letter of comfort given by any of the Business Entities for the benefit of Seller or any of the Continuing Affiliates and not related to the Business (each, a “Non-Business Guaranty”). (c) To the extent Seller and Buyer are unable to replace a Seller Guaranty or Non-Business Guaranty or obtain the beneficiary’s consent to the substitution therefor prior to the Closing as contemplated in Section 5.6(b), each of Seller and Buyer, as applicable, agrees to use its commercially reasonable efforts (and to cause its Affiliates to use their commercially reasonable efforts) to maintain each such Seller Guaranty or Non-Business Guaranty, as the case may be, in place until the expiration of the then-current term of the ...
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Intercompany Accounts; Guaranties. 15 Section 1.14. Optional Restructuring .......................................................... 15 Section 1.15.
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Intercompany Accounts; Guaranties. (a) On or prior to the Closing Date, all intercompany accounts between the Company, on the one hand, and the Seller and its affiliates, on the other hand, shall be converted into equity without any payment of funds in connection therewith. The Buyer shall use its reasonable best efforts to cause itself or the Company to be substituted in all respects for the Seller, effective as of the Closing, in respect of all obligations of the Seller under each of the Guaranties (as hereinafter defined). If the Buyer is unable to effect such a substitution with respect to any Guaranty after using all reasonable efforts to do so, the Buyer shall at its option either (i) obtain letters of credit, on terms and from financial institutions reasonably satisfactory to the Seller, with respect to the obligations covered by each of the Guaranties for which the Buyer does not effect such substitution or (ii) indemnify the Seller for its obligations under the Guaranties as set forth in Section 7.3.
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Intercompany Accounts; Guaranties. 42 Section 5.7. Subsidiary Purchase Agreements............................
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Intercompany Accounts; Guaranties. 42 Section 5.7. Subsidiary Purchase Agreements.................................42 Section 5.8. Allocation; Structure of Subsidiary Purchases..................42 Section 5.9. No Solicitation..............................................
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Related to Intercompany Accounts; Guaranties

  • Intercompany Accounts 6 Section 3.05.

  • Cash Accounts, Deposits and Money Movements Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Intercompany Agreements (a) Except as set forth in Section 6.07(b), in furtherance of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark Group, on the one hand, and BGC Partners and each member of the BGC Partners Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of immediately prior to the Distribution Effective Time. No such terminated Contract, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 6.07(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Distribution Effective Time); (ii) any Contracts, arrangements, commitments or understandings listed or described on Schedule 6.07(b)(ii); and (iii) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party thereto. (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.

  • 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.

  • Special Accounts For the purposes of this Schedule:

  • Deposit Accounts, Securities Accounts and Commodity Accounts Attached hereto as Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account.

  • Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing. (b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.

  • Collection Accounts (a) On behalf of the Trustee, each Servicer shall establish and maintain, or cause to be established and maintained, one or more separate Eligible Accounts (each such account or accounts, a "Collection Account"), held in trust for the benefit of the Trustee. On behalf of the Trustee, each Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after such Servicer's receipt thereof, and shall thereafter deposit in the related Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan; (iii) all Insurance Proceeds and Condemnation Proceeds to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with Accepted Servicing Practices and Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the related Collection Account; (v) any amounts required to be deposited by such Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and (vii) all Prepayment Charges collected or paid (pursuant to Section 3.07(a)) by such Servicer. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by each Servicer in the related Collection Account and shall, upon collection, belong to the applicable Servicer as additional compensation for its servicing activities. In the event a Servicer shall deposit in the related Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. (b) Funds in the Collection Accounts may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. Each Servicer shall give notice to the Trustee of the location of the related Collection Account maintained by it when established and prior to any change thereof in accordance with Section 3.07(f).

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