Intercompany Payables and Receivables. As of the Closing Date, AWW shall cause all outstanding intercompany payables and receivables of the Company outstanding on the Closing Date owing to or from any of their Affiliates to be eliminated, except for (i) the AWCC Debt and (ii) outstanding intercompany payables and receivables of the Company owing to or from the entities being sold pursuant to the Related Purchase Agreements.
Intercompany Payables and Receivables. The liability of the ESG Group and the KBR Group for (i) the ESG Group Federal Income Tax Liability and (ii) the KBR Group Federal Income Tax Liability, respectively, shall be reflected in the intercompany accounts of Halliburton and HESI or KBR, as the case may be.
Intercompany Payables and Receivables. |HiddenPara| . Effective the date hereof, all amounts currently owed by the Company to any officer, director, shareholder, employee or Affiliate of the Company (“Related Parties”) net of any amount then owed by such persons to the Company shall be assumed by Seller (or, as to net amounts owed to Seller, cancelled) and in all events deemed a capital contribution by Seller to the Company and any net amount then owed by any such person to the Company shall be forgiven by the Company.
Intercompany Payables and Receivables. Buyer and Seller acknowledge and agree that, as of the Closing Date, except for the arrangements set forth on Schedule 9.5 describing certain payables that shall become obligations of Buyer after the Closing, all intercompany account balances, cash pooling arrangements and other liabilities between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand (excluding the arrangements set forth on Schedule 9.5, “Intercompany Balances”), shall be eliminated, either through the capitalization, dividend, payment and/or cancellation of such Intercompany Balances or otherwise, such that, as of the Closing Date and thereafter, except amounts pursuant to the terms of the Transaction Documents, (a) no amounts shall be payable to the Company by Seller or any of its Affiliates (other than the Company) in respect of any Intercompany Balances, as the case may be, and (b) neither Buyer nor the Company shall have any claim, action or other right against Seller with respect to any funds, accounts or other assets (or the proceeds thereof) that were subject to or arose out of any Intercompany Balances on or prior to the Closing Date.
Intercompany Payables and Receivables. Each party hereto acknowledges and agrees that, as of the Closing, there will not be any (i) amounts payable from the Sellers or any of their Affiliates (other than the Purchased Companies) to the Purchased Companies, or vice versa or (ii) amounts receivable by the Sellers or any of their Affiliates (other than the Purchased Companies) from the Purchased Companies, or vice versa. To the extent any such payables or receivables would exist as of the Closing, the Sellers shall cause all intercompany payables and receivables to be discharged in their entirety effective immediately prior to the Closing with no further liabilities or obligations of the Purchased Companies with respect thereto.
Intercompany Payables and Receivables. Within 15 days after the date of this Agreement, Seller shall pay to AQS, or AQS shall pay to Seller, as the case may be, the net amount owed, if any, upon settlement as of the date of this Agreement of all payables and receivables between Seller and AQS.
Intercompany Payables and Receivables. All intercompany payables owing by any of the Partnership Entities to Seller or any of its affiliates, and all intercompany receivables owing by Seller or any of its affiliates to any Partnership Entities, shall be eliminated by Seller prior to Closing at no cost to the Partnership Entities.
Intercompany Payables and Receivables. Amtech shall cause to be paid or collected in full, contributed to capital or converted to equity any intercompany payable balance due to any member of TSG from Amtech and any intercompany receivable balance payable by any member of TSG to Amtech, except for intercompany balances between Amtech and AI.
Intercompany Payables and Receivables. Except as set forth on Section 4.27 of the Seller Disclosure Schedules, as of the Closing, each Group Company has settled and extinguished any and all payables owed by such Group Company to any other Group Company or Affiliate of Seller and all receivables owed to the Company by such Group Company or any Affiliate of Seller with no further Liability to such Group Company, other than any payables or receivables, as applicable accrued since September 30, 2024, in the Ordinary Course of Business (the “Accrued Intercompany Payables and Receivables”). Iconex Canada will not be a “Group Company” for purposes of this representation.
Intercompany Payables and Receivables. (a) At or prior to the Closing, Sellers shall cause the Companies to distribute to the holders of Equity Interests in the Companies, or transfer to any of the MRM Sellers and their respective Affiliates, all receivables shown on the December 31, 2001 balance sheet included in the Financial Statements as "Due from Affiliated Companies", set off such receivables against payables owed to the MRM Sellers and their respective Affiliates or release the MRM Sellers and their respective Affiliates therefrom.
