Common use of Intercompany Accounts Clause in Contracts

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PEC, Patriot or any of their respective Affiliates, other than those set forth on Schedule 9.01(a), shall be satisfied and/or settled by the relevant members of the PEC Group and the Patriot Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts are not satisfied in accordance with Section 9.01(a), each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PEC, Patriot or any of their respective Affiliates set forth on Schedule 9.01(a) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECPNX, Patriot Spinco or any of their respective Affiliates, other than those set forth on Schedule 9.01(a), shall be satisfied and/or settled by the relevant members of the PEC PNX Group and the Patriot Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts Intercompany Accounts are not satisfied in accordance with Section 9.01(a), each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PECPNX, Patriot Spinco or any of their respective Affiliates set forth on Schedule 9.01(a) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECParent, Patriot Spinco or any of their respective Affiliates, other than those set forth on Schedule 9.01(a)9.1, shall be satisfied and/or settled by the relevant members of the PEC Parent Group and the Patriot Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts Intercompany Accounts are not satisfied in accordance with Section 9.01(a)9.1, each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PECParent, Patriot Spinco or any of their respective Affiliates set forth on Schedule 9.01(a) 9.1 shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECL-3, Patriot Spinco or any of their respective Affiliates, other than those set forth on Schedule 9.01(a), shall be satisfied and/or settled by the relevant members of the PEC L-3 Group and the Patriot Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, capital or (iii) non-cash payment by the relevant obligor to the relevant obligeeintercompany transfer and settlement through L-3’s corporate procedures, in each case as agreed to by the Parties. (b) To the extent intercompany accounts are not satisfied in accordance with Section 9.01(a), each Each such Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PEC, Patriot or any of their respective Affiliates set forth on Schedule 9.01(a) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECDuke Energy, Patriot Spectra Energy or any of their respective Affiliates, other than those set forth on Schedule 9.01(a2.4(b), shall be satisfied and/or settled by the relevant members of the PEC Duke Energy Group and the Patriot Spectra Energy Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts are not satisfied in accordance with Section 9.01(a), each Each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PECDuke Energy, Patriot Spectra Energy or any of their respective Affiliates set forth on Schedule 9.01(a2.4(b) shall continue to be outstanding after the Effective Time (unless previously satisfied in accordance with its terms) and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECEntergy, Patriot Enexus or any of their respective Affiliates, other than those set forth on Schedule 9.01(a2.4(b), shall be satisfied and/or settled by the relevant members of the PEC Entergy Group and the Patriot Enexus Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts are not satisfied in accordance with Section 9.01(a), each Each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PECEntergy, Patriot Enexus or any of their respective Affiliates set forth on Schedule 9.01(a2.4(b) shall continue to be outstanding after the Effective Time (unless previously satisfied in accordance with its terms) and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.

Intercompany Accounts. (a) Each Intercompany Account outstanding immediately prior to the Effective Time, in any general ledger account of PECL-3, Patriot Spinco or any of their respective Affiliates, other than those set forth on Schedule 9.01(a), shall be satisfied and/or settled by the relevant members of the PEC L-3 Group and the Patriot Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of and/or contributions to capital, capital or (iii) cash payment by the relevant obligor to the relevant obligee, in each case as agreed to by the Parties. (b) To the extent intercompany accounts are not satisfied in accordance with Section 9.01(a), each Each such Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PEC, Patriot or any of their respective Affiliates set forth on Schedule 9.01(a) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third-party and shall no longer be an Intercompany Account.