Intercompany Arrangements and Accounts Sample Clauses

Intercompany Arrangements and Accounts. Prior to the Closing Date, Huneeus shall terminate all intercompany arrangements and accounts with any Affiliate of Huneeus (other than the Venture) relating to the Contributed Huneeus Assets or Quintessa Business.
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Intercompany Arrangements and Accounts. Except as expressly set forth in this Agreement and the Transitional Services Agreement, on or prior to the Closing Date, Seller shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) cancel and terminate all Contracts or other arrangements between Seller or its Affiliates (other than the Transferred Entities), on the one hand, and the Transferred Entities, on the other hand, that were entered into on or prior to the Closing and (ii) settle or extinguish all intercompany receivables and payables between Seller or its Affiliates (other than the Transferred Entities), on the one hand, and the Transferred Entities, on the other hand, that were incurred on or prior to the Closing, in each case without further recourse to or any Liability of any Transferred Entity.
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Intercompany Arrangements and Accounts. In addition to the full releases of the Companies from the Excluded Intercompany Debt Documents and full releases of the Companies from the Excluded Intercompany Debt as provided by Section 2.31, except for the Inter-Company Obligation, and except as expressly set forth in the Transition Services Agreement, Seller has and has caused its Affiliates (including the Subsidiaries) to, (i) fully release the Companies from all obligations of any of the Companies pursuant to all contracts and other arrangements between Seller or its Affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, that were entered into prior to Closing and (ii) fully release the Companies from all obligations of any of the Companies pursuant to all intercompany receivables and payables between Seller or its Affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, that were incurred prior to Closing, in each case without further recourse to or any Liability of any of the Companies.
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Intercompany Arrangements and Accounts. (a) Sellers and Buyer acknowledge and agree that, immediately prior to the Closing, other than the Ancillary Agreements, and except for the intercompany arrangements, promissory notes and/or accounts set forth on Schedule 5.6(a) (if any) or as otherwise provided herein, each intercompany contract, lease, license, commitment or other arrangement relating to the Weider Branded Business and involving Sellers, any of the International Subsidiaries or any of their respective Affiliates, except for amounts owing between the International Subsidiaries, shall be terminated and be of no further force or effect, notwithstanding any terms thereof to the contrary.
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Intercompany Arrangements and Accounts. Except as set forth in Section 3.31 of the Disclosure Schedule, Seller has (i) terminated all Contracts or other arrangements between Seller or its Affiliates (other than XCEL Japan), on the one hand, and XCEL Japan, on the other hand, that were entered into on or prior to the Closing and (ii) settled all intercompany receivables and payables between Seller or its Affiliates (other than XCEL Japan), on the one hand, and XCEL Japan, on the other hand, that were incurred on or prior to the Closing, in each case without further recourse to or any Liability of XCEL Japan.
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Related to Intercompany Arrangements and Accounts

  • Intercompany Arrangements Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.15(a)(x) of the Disclosure Schedule, other than those contracts or arrangements set forth in Section 6.10 of the Disclosure Schedule, to be terminated or otherwise amended to exclude the Companies and the Transferred Subsidiaries as parties thereto.

  • Intercompany Accounts 39 SECTION 3.31

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

  • Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.

  • Account Control Agreements Account Control Agreements for all of Borrower’s deposit accounts and accounts holding securities duly executed by all of the parties thereto, in the forms provided by or reasonably acceptable to Lender.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • Deposit Accounts; Credit Card Arrangements (a) Annexed hereto as Schedule 5.21(a) is a list of all DDAs maintained by the Loan Parties as of the Closing Date, which Schedule includes, with respect to each DDA (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact person at such depository, and (iv) the identification of each Blocked Account Bank.

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Banking Arrangements No change will be made in the banking and safe deposit arrangements referred to in Section 4.2.8 hereof.

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