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 PNX, 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 PNX Group and the Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of 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 PNX, 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 PNXPEC, Spinco 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 PNX PEC Group and the Spinco 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 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 PNXPEC, Spinco 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 PNXL-3, 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 PNX L-3 Group and the Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of 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 PNX, 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 PNXParent, 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 PNX Parent Group and the Spinco Group no later than the Effective Time by (i) forgiveness by the relevant obligor, (ii) one or a related series of distributions of 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)9.1, each Intercompany Account outstanding immediately prior to the Effective Time under any of the general ledger accounts of PNXParent, 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 PNXDuke Energy, Spinco 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 PNX Duke Energy Group and the Spinco 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 PNXDuke Energy, Spinco 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 PNXEntergy, Spinco 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 PNX Entergy Group and the Spinco 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 PNXEntergy, Spinco 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.