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. On and effective as of the Effective Date, and as partial consideration for the assets sold pursuant to the 363 Sale and Settlement, (a) JPMC shall pay all obligations of WMB, WMB’s subsidiaries or JPMC under the Revolving Notes set forth on Exhibit “V” annexed hereto, together with all interest which has accrued thereon from and after September 25, 2008, and (b) the JPMC Entities shall forgive all obligations of the WMI Entities, which shall thereupon be deemed to be fully discharged and cancelled. The FDIC Parties shall have no liability with respect to such obligations.
Intercompany Obligations. Prior to the 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 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. The consummation of the transactions contemplated by this Agreement will not (either alone, or upon the occurrence of any act or event, or with the lapse of time, or both) result in any payment arising or becoming due from the Business to Seller or any Affiliate of Seller except for payments arising or otherwise due pursuant to the Master Purchase Agreement and Transition Services 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. 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. Except as set forth on Section 4.16 of the Company Disclosure Schedule, no obligations, Contracts or other liabilities exist between any of the Combined Acquired Companies, on the one hand, and any Seller or any of their Affiliates (other than the Combined Acquired Companies), on the other hand, that will continue in effect subsequent to the Closing.
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. 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 Acquired Companies, on the one hand, and Seller and its Affiliates (other than the Acquired Companies), 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; provided, that, if at the Closing, or, if applicable, after giving effect to the settlement contemplated by Section 4 of the Termination and Release Agreement, any such loan, note or advance, or any intercompany receivable or intercompany payable due and payable to either Acquired Company in accordance with the foregoing, irrespective of maturity, has not been settled, discharged, offset, paid or repaid in full, then the unpaid portion of such intercompany receivable (“Unpaid Intercompany Receivable”) shall be (a) deducted from the Purchase Price in accordance with Section 2.03(a) and (b) assigned, in full, to Seller. In furtherance of the foregoing, Buyer acknowledges and agrees that Buyer shall execute and deliver such documents and instruments, and do such other acts and things as Seller may reasonably request in order to fully evidence and preserve the assignment of such Unpaid Intercompany Receivable granted hereunder.
