Intercompany Obligations Clause Samples

Intercompany Obligations. Section 2.21 of the Bank Disclosure Letter sets forth all contracts, obligations, commitments and arrangements, including all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit, between Seller or any of its affiliates (other than Bank), on the one hand, and Bank, on the other hand (collectively, the “Intercompany Obligations”). All such Intercompany Obligations (other than the Stockholders Agreement and Separation Agreement) will be terminated at Closing. Bank has made available to Investor a true, correct and complete copy of the Separation Agreement.

Intercompany Obligations. The Buyer shall have received from AUGI and its Affiliates written releases or other assurances, in form and substance reasonably satisfactory to the Buyer, that AUGI and its Affiliates will not assert against the Buyer or the Assets or any of Buyer's Affiliates any claims in respect of obligations owed by the Seller to AUGI and its Affiliates, except for the Note to be delivered at the Closing in the form annexed hereto as Exhibit D.

Intercompany Obligations. At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

Intercompany Obligations. Seller shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that, prior to or concurrently with each Closing Date, the Company or Companies being acquired by Acquiror on such Closing Date, on the one hand, and Seller and its Affiliates, on the other, shall settle, discharge, offset, pay or repay in full all intercompany loans, notes and advances (regardless of their maturity) and all intercompany receivables and payables (including amounts relating to intercompany Tax sharing agreements, whether written or oral), for the amount due, including any accrued and unpaid interest, but excluding any penalty, termination or similar amounts; provided, however, that if each such item is not paid in full in cash, the method of discharge must be reasonably satisfactory to Acquiror.

Intercompany Obligations. Prior to the applicable Closing, the Seller shall cause all intercompany account obligations (including Indebtedness) of each Acquired Entity involving Seller or any of its Affiliates (other than an Acquired Entity) to be settled, at the election of the Seller, by either causing such accounts and obligations to be (a) paid and discharged, including by netting of payables and receivables involving the same parties, or (b) cancelled without the Seller paying any consideration therefor and deliver written evidence thereof to the Purchaser by such date. In addition, except as otherwise authorized by Purchaser prior to the applicable Closing Date, the Seller shall cause all intercompany Contracts between the Seller, an Acquired Entity or any of their Affiliates to be terminated other than those set forth on Schedule 5.10.

Intercompany Obligations. Except for the intercompany obligations set forth in Schedule 7.04, Seller shall, and shall cause its Affiliates to, take such action, including making such payments as may be necessary, so that, prior to or concurrently with the Closing, the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand, shall settle, discharge, offset, pay or repay in full all intercompany loans, notes, and advances, regardless of their maturity, and all intercompany receivables and payables for the amount due, including any accrued and unpaid interest to but excluding the date of payment.

Intercompany Obligations. Effective upon the Closing, all intercompany obligations and accounts among Holdings and its Subsidiaries (other than the Company and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand, except for ordinary trade payables of the Company and its Subsidiaries to Holdings or any of its Subsidiaries (which shall continue to be paid by the Company and its Subsidiaries in the ordinary course of business), will be voided, cancelled and terminated. Any holder of a note or other evidence of indebtedness, obligation or account, if any, that is deemed voided, cancelled and terminated in accordance with this Section 5.8 shall surrender such note or other evidence, if any, to the obligor thereon.

Intercompany Obligations. Prior to the Closing, the Parent and the Sellers shall, and shall cause their affiliates to, eliminate all intercompany obligations of the Southern Entities other than trade payables and trade receivables. Notwithstanding anything to the contrary contained in this Agreement, and regardless of their being reflected on the Balance Sheet, intercompany obligations attributable to the Southern Business (if any) other than trade receivables and payables shall not be included in any of the Purchased Assets, Assumed Liabilities, Working Capital, Estimated Closing Working Capital Statement or Closing Working Capital Statement.

Intercompany Obligations. Pay or permit to be paid any payables or loans owing from a Credit Party to a Company that is not a Credit Party (the “Subsidiary Payables”), unless (a) such payments are made in the ordinary course of business and consistent with past practice, (b) no Event of Default has occurred and is continuing and Agent has not delivered a notice prohibiting such payments, and (c) not less than 90 days have elapsed since the later to occur of (i) the date of the invoice with respect thereto, and (ii) the date on which such sale related to such applicable Subsidiary Payable has been fully completed. As of the Closing Date, the amount of all Subsidiary Payables is set forth on Schedule 5.33.