Intercompany Accounts; Indebtedness Sample Clauses

Intercompany Accounts; Indebtedness. (a) Except as otherwise contemplated by this Agreement or as set forth on Section 5.05(a)(i) of the Osmotica Disclosure Schedule, at or prior to the Closing, the Osmotica Shareholders shall terminate or shall cause to be terminated each Contract between any of the Osmotica Shareholders or any of their respective affiliates (other than the Osmotica Companies and New HoldCo), on the one hand, and any of the Osmotica Companies or New HoldCo, on the other hand. Except as otherwise contemplated by this Agreement or as set forth on Section 5.05(a)(ii) of the Osmotica Disclosure Schedule, the Osmotica Shareholders shall cause each of the Osmotica Companies, to have no indebtedness for borrowed money or any guarantees therefor at the Closing, other than any intercompany indebtedness among the Osmotica Companies (to the extent it eliminates in full upon consolidation of the Osmotica Companies), and to obtain releases of any Liens in respect of indebtedness for borrowed money or any guarantees therefor effective as of the Closing. (b) Except as otherwise contemplated by this Agreement or as set forth on Section 5.05(b)(i) of the Vertical/Trigen Disclosure Schedule, at or prior to the Closing, the Vertical/Trigen Shareholders shall terminate or shall cause to be terminated each Contract between any of the Vertical/Trigen Shareholders or any of their respective affiliates (other than the Vertical/Trigen Companies), on the one hand, and any of the Vertical/Trigen Companies, on the other hand. Except as otherwise contemplated by this Agreement or as set forth on Section 5.05(b)(ii) of the Vertical/Trigen Disclosure Schedule, the Vertical/Trigen Shareholders shall cause each of the Vertical/Trigen Companies, to have no indebtedness for borrowed money or any guarantees therefor at the Closing, other than any intercompany indebtedness among the Vertical/Trigen Companies (to the extent it eliminates in full upon consolidation of the Vertical/Trigen Companies) and the Financing, and to obtain releases of any Liens in respect of indebtedness for borrowed money or any guarantees therefor effective as of the Closing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Intercompany Accounts; Indebtedness. 24 Section 5.12. Proxy Statement......................................... 24 Section 5.13. Stockholders Meeting.................................... 24 Section 5.14. NYSE Listing............................................ 24 Section 5.15. Financing............................................... 24 Section 5.16. Blackwatch Note......................................... 25 Section 5.17. Resignation of Directors................................ 25
Sample 1
Intercompany Accounts; Indebtedness. Except for the Retained Note and the Blackwatch Note, all intercompany and intracompany payables and receivables (other than payables and receivables for goods and services, including buying office commissions, in the ordinary course) and loans between the Companies and the Subsidiaries, on the one hand, and the Continuing Affiliates, on the other hand, shall be eliminated, released or forgiven, without the transfer of any cash and without the need for any further documentation, by dividends or capital contributions, as appropriate, immediately prior to the Closing. The note outstanding from AIHL to Xxxxx Xxxxxxxx Licensing, Inc. dated August 28, 1995 in the face amount of $5 million shall be cancelled as of the Closing without the transfer of any cash and without the need for any further documentation.
Sample 1
Intercompany Accounts; Indebtedness. All intercompany and intracompany payables and receivables (other than payables and receivables for goods and services, including buying office and/or sales agency commissions, in the ordinary course and payables and receivables pursuant to franchise, agency or distribution agreements in the ordinary course) and/or loans between the Company and the Subsidiaries, on the one hand, and the Continuing Affiliates, on the other hand, if any, shall be eliminated, released or forgiven, without the transfer of any cash and without the need for any further documentation, by way of dividends in kind (with respect to receivables of the Company or the Subsidiaries owed by any Continuing Affiliate) or by way of capital contributions (with respect to intercompany payables or loans due to any Continuing Affiliate) immediately prior to the Closing.
Sample 1
Intercompany Accounts; Indebtedness. All intercompany accounts as of the Closing Date (other than intercompany accounts for Continuing Commercial Arrangements) between UCB or its affiliates (other than the Transferred Subsidiary or KI), on the one hand, and the Transferred Subsidiary or KI, on the other hand, shall be settled in full or, at the option of UCB, but only to the extent permitted by Law, cancelled, in each case on or prior to the Closing Date. The Seller Parties shall cause the Transferred Subsidiary and KI, at the Closing, to have no Indebtedness, other than any intercompany Indebtedness between the Transferred Subsidiary and KI.
Sample 1
Intercompany Accounts; Indebtedness. All intercompany and intracompany payables, receivables and loans between the Company, on the one hand, and any LogicTools Stockholder and their Affiliates (other than the Company), on the other hand, shall be repaid, or forgiven immediately prior to the Closing and shall be reflected as such on the Estimated Closing Balance Sheet and the Closing Balance Sheet.
Sample 1
Intercompany Accounts; Indebtedness. 46 Section 5.6 Intercompany Arrangements.........................46 Section 5.7 Public Announcements..............................47 Section 5.8
Sample 1
AutoNDA by SimpleDocs
Intercompany Accounts; Indebtedness. All intercompany accounts, payables, receivables, and loans between the Company, on the one hand, and each Company Sub, on the other hand, shall be eliminated, released, forgiven, paid or satisfied, or assigned, prior to the Closing, as directed by Buyer.
Sample 1

Related to Intercompany Accounts; Indebtedness

  • Intercompany Accounts 6 Section 3.05.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Investments; Indebtedness PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Subordination of Intercompany Debt Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, provided that no Event of Default has occurred and is continuing, Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt. In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

  • 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.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!