Common use of Intercompany Payables Clause in Contracts

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. Notwithstanding anything herein to the contrary, the (a) The parties acknowledge agree that after the date hereof and effective immediately prior to the Closing Date, in repayment of (x) the net amounts owing to any member of the Price Group all intercompany payables (other than AGC, GEI and those arising from the Transferred Entitiespurchase or sale of oil or gas) 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 owed by any of the Price Entities Companies or Subsidiary to ICE or any Person (of its Affiliates other than any of the other Price EntitiesCompanies or Subsidiary ("Intercompany Payables") shall be reclassified as additional paid-in connection with such settlement. Each capital of the Prices Companies and Subsidiary (the Trusts, on the one hand, "Reclassification") and the Price Entities, on the other hand, shall release and forever discharge, that from and after the date Reclassification, neither ICE nor any of such Affiliates shall have any right to collect such amounts from any of the transaction described in this Section 11.11Companies or Subsidiary. At Closing, the other from Shareholders shall deliver to Purchaser a copy of the resolutions adopted by the Boards of Directors of ICE and each of such Affiliates to which any and all claimsIntercompany Payables are owed, 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 pursuant to which the contribution thereof to the loans set forth on Schedule 11.11(b), other than a breach capital of the representations set forth at Section 12.6(fCompanies or the Subsidiary has been authorized, which copy shall be certified by the respective secretaries of ICE and such Affiliates of ICE to be true, correct and in full force and effect as of the Closing. (b) The Purchase Price is based in part on the assumption that, and the Shareholders agree for purposes of this Agreement that, the total equity investment (paid-in capital and retained earnings) in the Companies and Subsidiary was $98,443,000 as of the close of business on June 30, 1996 (the "Equity Investment"). The borrowers under each such loan Purchase Price is also based in part on the assumption that the amount of Intercompany Payables (determined as set forth on Schedules 11.11(abelow) and (b) shall not be obligated to make any payment of interest or principal otherwise due under such loan immediately prior to the settlement thereofReclassification shall be $91,225,000 (the "Threshold Amount"), notwithstanding which the accrual Shareholders agree for purposes of interest this Agreement to be the amount of Intercompany Payables as of the close of business on such loan.June 30, 1996. Schedule 1.6(b) sets forth the Shareholders' calculation of the Threshold Amount and the Equity Investment. If the amount of Intercompany Payables immediately prior to the Reclassification is greater or less than the Threshold Amount, then the Purchase Price shall be adjusted as set forth below, dollar for dollar, by the amount of the difference. The amount of Intercompany Payables immediately prior to the Reclassification shall be determined consistent with practices used in the preparation of the audited financial statements of the Companies and Subsidiary as of December 31, 1995, and in the same manner as the Threshold Amount was determined including, if applicable, among other things, allocations with respect to general and administrative expense incurred during the Interim Period solely with respect to the Companies or the

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(a9.7(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(b9.7(b) of the Price Disclosure Schedule shall cause the settlement of such loans (including interest accrued thereon) as described on Schedule 11.11(b9.7(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 11.119.7, 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(b9.7(b), other than a breach of the representations set forth at Section 12.6(f10.6(f). The borrowers under each such loan set forth on Schedules 11.11(a9.7(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. If after the completion of the transactions set forth on Schedule 9.7(b), there are any loans outstanding between any of AGC, GEI and the Transferred Entities then such entities shall repay, cancel or otherwise settle such loans prior to Closing, in such manner as AGC, GEI and the Transferred Entities may reasonably determine, provided that, such mechanism does not have any adverse tax consequences to the Acquiror.