Intercompany Payables. Notwithstanding anything herein to the contrary, the parties acknowledge that after the date hereof and prior to the Closing Date, in repayment of (x) the net amounts owing to any member of the Price Group (other than AGC, GEI and the Transferred Entities) by AGC, GEI and the Transferred Entities, less (y) the net amounts owing to AGC, GEI, the Transferred Entities and their Subsidiaries by any member of the Price Group (other than AGC, GEI and the Transferred Entities) (the parties agreeing that as of the date hereof the amount in clause (x) is greater than the amount in clause (y)), the Shareholder Loans (as defined in Schedule 11.11(a) of the Price Disclosure Schedule) (including accrued interest thereon) shall be transferred to the Prices and the borrowers and lenders with respect to the loans set forth on Schedule 11.11(b) of the Price Disclosure Schedule shall cause the settlement of such loans (including interest accrued thereon) as described on Schedule 11.11(b), it being acknowledged and agreed that no distribution shall be made by any of the Price Entities to any Person (other than any of the other Price Entities) in connection with such settlement. Each of the Prices and the Trusts, on the one hand, and the Price Entities, on the other hand, shall release and forever discharge, from and after the date of the transaction described in this Section 11.11, the other from any and all claims, demands, damages, actions, causes of action or suits of any kind, whether known or unknown, that such party may have arising out of or relating to the loans set forth on Schedule 11.11(b), other than a breach of the representations set forth at Section 12.6(f). The borrowers under each such loan set forth on Schedules 11.11(a) and (b) shall not be obligated to make any payment of interest or principal otherwise due under such loan prior to the settlement thereof, notwithstanding the accrual of interest on such loan.
Intercompany Payables. Intercompany Payables" has the meaning set forth in Section 3.2.
Intercompany Payables. ORA shall have provided evidence satisfactory to Monaco that all Intercompany Payables have been permanently and irrevocably forgiven.
Intercompany Payables. Intercompany payables of the Business to the Company or any subsidiary or affiliate of the Company.
Intercompany Payables. Except as set forth on Schedule 3.30, there are no intercompany payables between the Company and any of the subsidiary and/or related entities of the Company.
Intercompany Payables. 49 11.12 Seller Releases.......................................................49 11.13
Intercompany Payables. The Companies shall have no obligations with respect to the Intercompany Payables or guarantees or sureties made by the Companies in favor of, or for the benefit of, Seller or Seller's Affiliates (other than the Companies); provided, however, that this condition shall be deemed satisfied if Seller provides an indemnity reasonably satisfactory to Buyer in respect of any such guaranties or sureties that are not released.
Intercompany Payables. The books of NSE shall have been adjusted appropriately to reflect the capitalization by NSE of the approximately $690,000 intercompany debt owed by Cygnus to NSE on the closing books for July 2003, and NSE shall have delivered to Purchaser Cygnus’ unaudited balance sheet for the period ended July 31, 2003, reflecting such capitalization.
Intercompany Payables. Except as provided in Section 6.2(b), all intercompany payables and loans owed to Liberty or its Subsidiaries (except for those Subsidiaries related to the Splitco Business), on the one hand, by an entity that is part of the Splitco Business, on the other hand, shall, prior to or at the Split-Off Effective Time, be canceled or extinguished without payment therefor being made.
Intercompany Payables. All intercompany payables (other than those among Ideal Products, Orbitform and Philform);
