Intercompany Balance. The Intercompany Balance shall be settled in full as of the Change of Control Date. The parties hereto acknowledge that they will incur prospective payment obligations pursuant to those Affiliate Agreements that remain in effect after the Change of Control Date pursuant to the terms of those agreements as amended by this letter agreement.
Intercompany Balance. Seller shall cause all intercompany balances between and among the Purchased Companies, on the one hand, and Seller or any of the Retained Subsidiaries, on the other hand, or otherwise with respect to the Business, to be eliminated, by discharge or otherwise, and, except for those transactions contemplated by this Agreement and the other Transaction Documents, all intercompany transactions and accounts to be terminated and cancelled, in each case, effective as of the Closing, with no further Liability or obligation on the part of Seller, the Retained Companies, Buyer or the Purchased Companies.
Intercompany Balance. 22 ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................23 6.1 Organization, Qualification and Corporate Power....................23 6.2 Capitalization.....................................................23 6.3
Intercompany Balance. From the closing under the Flycast Merger Agreement to the date hereof, CMGI has not withdrawn any cash from the accounts of Flycast. As of the Closing Date, the aggregate amount of the cash and cash equivalents of Flycast and the intercompany payable from CMGI to Flycast shall not be less than the amount of cash and cash equivalents of Flycast as of the date of this Agreement, less any amounts expended by Flycast in the ordinary course of business.
Intercompany Balance. GlobalSCAPE and each ATSI Entity agree that the dollar value of the InterCompany Balance as of the Effective Date is $612,303.51 on the books and records of GlobalSCAPE as of the Effective Date. Upon delivery of the NTFC Release, the execution of this Agreement and the Services Agreement, ATSI’s execution of the Stock Purchase Agreement, and ATSI’s delivery of cash to GlobalSCAPE in the amount of $200,000.00, the Intercompany Balance will be cancelled and amounts due between the parties going forward will be only those amounts arising under the Services Agreement and any other written agreement executed by the parties after the Effective Date. ATSI covenants and agrees to promptly resolve any past benefit payments due related to the parties’ joint employee benefit plans.
Intercompany Balance. Seller shall promptly notify Buyer in writing of any change in the Intercompany Balance from the Intercompany Balance set forth in the Preliminary Intercompany Balance. In the event of any dispute between Seller and Buyer regarding such change (or the failure of Seller to notify of a change), Seller and Buyer shall work diligently and in good faith to resolve any such dispute, with the resolution of such dispute to be set forth in writing (or through clear and specific email communications between authorized representatives of Seller and Buyer regarding the resolution of such dispute) between Buyer and Seller.
