Intercompany Balance Sample Clauses

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.
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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.
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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
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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 From the closing under the Flycast Merger Agreement to the date hereof, CMGI has not withdrawn any cash from the accounts of Flycast.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.
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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.
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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.
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Related to Intercompany Balance

  • Cash Balances The Equipment Growth Funds of which FSI is the sole general partner shall maintain aggregate unrestricted cash balances of $8,500,000.

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

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Bank Accounts; Cash Balances (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such SpinCo Account and Parent Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Account or SpinCo Account, respectively, is de-Linked from such Parent Account or SpinCo Account, respectively.

  • 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 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.

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • Intercompany Accounts 39 SECTION 3.31

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

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