Intercompany Liabilities. Except for the intercompany accounts and Contracts identified in Schedule 1.3 and except for any Transaction Documents (including the Remainco Note), Remainco shall, and shall cause the other members of the Remainco Group to, take such actions, including making such payments as may be necessary, so that prior to the Distribution Effective Time, the members of the Spinco Group, on the one hand, and the members of the Remainco Group, on the other hand, shall settle, discharge, offset, pay or repay, and otherwise terminate in full, all intercompany Liabilities, accounts and Contracts, in each case with no further Liability. Except for any services provided pursuant to the Transition Services Agreement and any other applicable Transaction Documents, as of and following the Distribution Effective Time, (a) the members of the Remainco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Spinco Group and (b) the members of the Spinco Group shall have no further obligation to provide any ancillary or corporate shared services to the members of the Remainco Group.
Intercompany Liabilities. Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;
Intercompany Liabilities. At (and effective immediately prior to) the Closing, the Seller Entities will cause each Company to cancel, settle or otherwise repay all of its liabilities and obligations owed to the Seller or the Parent and their Affiliates (other than accounts payable incurred in the Ordinary Course of Business, which shall be paid in accordance with their terms), and the Buyer shall not have any responsibility for those liabilities (other than any accounts payable incurred in the Ordinary Course of Business).
Intercompany Liabilities. At least five Business Days before the Closing, Seller will deliver to Buyer a true and complete list and description of all intercompany balances payable or receivable, whether or not currently due, between the Company or any other Affiliate of the Company, on the one hand, and Seller, on the other hand, to be outstanding on the Closing Date (the “Intercompany Balances”). On or prior to the Closing Date, Seller shall cause the Company to settle all Intercompany Balances, on terms and conditions that are reasonably satisfactory to Buyer. The Company will not enter into any significant contract, and Seller will not enter into any significant contract involving the Business or the Assets and Properties used in the Business, unless in the normal course of the Business. Notwithstanding the preceding sentence, neither Seller nor the Company will enter into any contract with each other or with their respective Affiliates involving the Business or affecting the Assets and Properties, except to the extent allowed under and required to effect the stated and reasonable purposes of contracts disclosed in Schedule 3.14.
Intercompany Liabilities. Prior to the Closing, Seller shall, and shall cause each of its Subsidiaries to, settle all intercompany accounts that are unpaid as of the Closing Date between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand (the “Intercompany Liabilities”).
Intercompany Liabilities. Immediately prior to the Closing, Seller will cancel, settle or otherwise repay, and will cause its affiliates to cancel, settle or otherwise repay, all of its or their liabilities and obligations to the Business arising prior to the Closing which would have otherwise been required to have been set forth on the Final Statement. Immediately prior to the Closing, Seller will cause the Division to cancel, settle or otherwise repay all of its liabilities and obligations owed to Seller and its affiliates which would have otherwise been required to be set forth on the Final Statement, and Buyer Group shall not have any responsibility for those liabilities.
Intercompany Liabilities. Any liabilities or obligations of Seller to any subsidiary of Seller, any shareholder or other related or affiliated person; and
Intercompany Liabilities. Except as disclosed in Schedules 2.23 and 2.24 or as contemplated by Section 4.14, (a) neither Seller nor any other affiliate of Seller or the Company provides or causes to be provided to the Company any products, services, equipment, facilities, or similar items and (b) there are no Liabilities between the Company and Seller or any other affiliate of the Company or the Seller. Except as disclosed in Schedules 2.23 and 2.24, since December 31, 1999, such intercompany Liabilities have been paid in the ordinary course of business and consistent with past practice.
Intercompany Liabilities. Prior to the Closing, the Sellers and the Acquired Companies and the Subsidiaries shall settle or otherwise repay (and shall cause their respective Affiliates to settle or otherwise repay) all intercompany Liabilities between the Sellers and their respective Affiliates (other than the Acquired Companies and the Subsidiaries), on the one hand, and the Acquired Companies and the Subsidiaries on the other hand, other than the Balance Sheet Intercompany Liabilities (the "Off-Balance Sheet Intercompany Liabilities" and the foregoing procedures being the "Off-Balance Sheet Intercompany Liability Settlement") such that none of Buyer, the Acquired Companies or the Subsidiaries shall have any Off-Balance Sheet Intercompany Liabilities to any Seller or Affiliate of any Seller. To the extent there are any Off-Balance Sheet Intercompany Liabilities which are not fully settled as of the Closing Date, Buyer and Sellers shall cooperate in using their respective commercially reasonable efforts to complete the Off-Balance Sheet Intercompany Liability Settlement as to such remaining Liabilities through journal entries on the books and records of the Sellers, and their respective Affiliates, on the one hand, and the Acquired Companies and Subsidiaries, on the other hand, or through credits or other adjustments in continuing arrangements between the Sellers and their respective Affiliates, on the one hand, and the Acquired Companies and the Subsidiaries on the other hand, or contribution of cash to the Acquired Companies in amounts necessary to repay any outstanding Off-Balance Sheet Intercompany Liabilities owing from any of the Acquired Companies and Subsidiaries to Sellers or any of their Affiliates, provided that Buyer shall, at Sellers' sole expense, use reasonable efforts to cooperate with Sellers to settle such Off-Balance Sheet Intercompany Liabilities. In accordance with Section 9.2(a)(v) hereof, Sellers shall indemnify and hold harmless the Buyer, the Acquired Companies, the Subsidiaries and their Affiliates from any and all amounts incurred by the Buyer, the Acquired Companies and the Subsidiaries to complete the Off-Balance Sheet Intercompany Liability Settlement and for any Tax liabilities or other Liabilities arising out of the Off-Balance Sheet Intercompany Liability Settlement, in each case whether occurring before, on, or after the Closing.
Intercompany Liabilities. Seller shall provide reasonably satisfactory evidence to Buyer that the Company Intercompany Liabilities have been extinguished in their entirety.
