Intercompany Debts. Notwithstanding anything in this Agreement to the contrary, the Sellers shall take, or cause to be taken, in a commercially reasonable tax-efficient manner, such action as may be necessary such that, (a) as of the Closing Date, there shall be no intercompany obligations (including intercompany payables or receivables) between the Purchased Entities, on the one hand, and the Sellers and their Affiliates (other than the Purchased Entities), on the other hand, except with respect to the Transition Services Agreement and (b) as of the Closing Date, there shall be no intercompany obligations (including intercompany payables or receivables) among the Purchased Entities that could reasonably be expected to result in adverse Tax consequences to the Buyer and its Affiliates (including the Purchased Entities) after the Closing.
Intercompany Debts. The intercompany debts will be handled as set forth in Annex 8.3 hereof. Seller shall cause certain of these debts to be either forgiven or contributed to the capital of ASW-II in the most appropriate manner taking into account the possible tax effects for Amcast, ASW International Inc., Seller, ASW- II and Speedline.
Intercompany Debts. Without prejudice to the Overriding Principle, if the Borrower or the Target grants security over any debt owed to it by any other member of the Group it will be free to deal with, amend, waive or terminate those debts in the course of its business until the occurrence of a Declared Default which is continuing. If required under local law, security over receivables will be registered subject to the general principles set out in these Agreed Security Principles following the occurrence of a Declared Default which is continuing.
Intercompany Debts. On or prior to Closing, ASTIHL and STI shall have caused all of the liabilities of STI to ASTIHL, and their Affiliates to be satisfied or converted to equity such that ASTIHL remains the sole shareholder of STI and STI shall have received releases from such parties with respect to the intercompany loan balances as August may deem appropriate in its sole discretion. ASTIHL shall take August's instructions on how to achieve this in a manner which will eliminate any possible tax consequences to STI.
Intercompany Debts. At or immediately prior to the Closing, each Subsidiary shall have discharged in full any and all amounts due from such Subsidiary to any member of the AFCC Group and each member of the AFCC Group (other than the Subsidiaries) shall have discharged in full any and all amounts due to each Subsidiary, in each case that are outstanding at the Closing Date.
Intercompany Debts. At or immediately prior to the Closing, but effective prior to the Effective Time, each Subsidiary shall have discharged in full any and all amounts due from such Subsidiary to any member of the AFCC Group and each member of the AFCC Group (other than the Subsidiaries) shall have discharged in full any and all amounts due to each Subsidiary, in each case that are outstanding at the Closing Date. The parties acknowledge that the $1,000,000 intercompany debt owed by Seller to Commercial Services has been satisfied by the reduction of the Purchase Price referred to in Section 1.2 as amended hereby."
Intercompany Debts. Other than as permitted under this Agreement, no Obligor shall at any time have outstanding debt with affiliates, shareholders, directors or managers that are not subordinated in right of payment to the Secured Liabilities, for an amount, individually or in the aggregate, exceeding U.S.$10,000,000 (or the equivalent in another currency).
Intercompany Debts. Prior to the Closing, the Company shall have contributed any balance or indebtedness from any Acquired Company to the Company into equity of such Acquired Company and/or against the issuance of ordinary stock of such Acquired Company, so that at Closing no balances between any of the Acquired Companies on the one hand, and the Company or any Excluded Subsidiary on the other hand shall exist. Any balance or indebtedness owed by any Acquired Company to an Excluded Subsidiary shall have been assigned by the Excluded Subsidiary to the Company and then converted into equity as provided above. The above conversion shall be done in full cooperation and, and on such terms and conditions as shall be agreed upon in advance with Parent and set forth in the Asset Transfer Agreement attached as EXHIBIT E.
Intercompany Debts. Except as set forth on Schedule 4.34 hereto, no Seller owes any amount to any Restaurant Entity. All amounts set forth on Schedule 4.34 hereto shall be paid by the applicable Seller to such Restaurant Entity at or prior to the Closing.
Intercompany Debts. (A) unsecured Indebtedness of the Company owed to any of its Subsidiaries; and (B) Indebtedness of any of the Company's Subsidiaries owed to the Company or to another Subsidiary of the Company;
