Intercompany Payments. All loans, payables and other amounts due to or from the Company and its affiliates as listed in Section 6.8 of the Disclosure Schedule shall be paid in full, written off or adjusted to zero balances at or prior to the Closing. Such amounts due may be paid from cash on hand or as may otherwise be available to the Company from existing lines of credit with third party lenders.
Intercompany Payments. (a) The Borrower will not, nor will it permit its Subsidiaries to, make any payment of principal on any intercompany Indebtedness owed to any Person other than the Borrower or its Subsidiaries, except (i) payments made by the Borrower on the Working Capital Line, and (ii) as may be refinanced with a public or private debt or equity issuance; provided that, if no Loan is outstanding, the Borrower may make payments on the Intercompany Loan.
(b) If an Event of Default has occurred and is continuing, then the Borrower and its Subsidiaries shall not offset any intercompany payables or receivables owing among any of the Borrower and any of its Subsidiaries on the one hand and Anadarko or any of its Subsidiaries, other that the Borrower or its Subsidiaries, on the other.
Intercompany Payments. The Parent and SubGroup shall accrue responsibilities for payment and make payments to each other in such amounts, at such time and in such manner as provided in
Intercompany Payments. 5.2.1 Amounts owed to the Marketing Agent by each Verizon Originator shall be settled daily through intercompany transactions in accordance with Cellco's customary and routine procedures. Any amounts owed by a Verizon Originator to the Marketing Agent with respect to the reimbursement of the Marketing Agent for remittances made by the Marketing Agent under Section 2.2.1 of this Agreement shall be settled prior to any other amounts owed to Cellco.
5.2.2 By the 15th day of each calendar month, the Marketing Agent shall prepare a statement (the "Account Statement") setting forth the remittances made by the Marketing Agent on behalf of each Verizon Originator pursuant to this Agreement, as well as amounts paid by such Verizon Originator to the Marketing Agent pursuant to Section 3, during the immediately preceding calendar month. If, as shown in the Account Statement, any Verizon Originator owes any amount to the Marketing Agent then, unless otherwise agreed by the related Verizon Originator and the Marketing Agent, such amount shall be promptly settled through an intercompany transaction in accordance with Cellco's customary and routine procedures. Any amounts remaining unpaid will accrue interest in accordance with the customary financial services practices in place between Cellco and its subsidiaries.
Intercompany Payments. All payments contemplated by Section 5.19 on the part of the Company and the Unpurchased Subsidiaries shall have been made, where practicable.
Intercompany Payments. (a) Notwithstanding any other provision of this Agreement to the contrary, except as set forth in Section 5.10(b) or on the Disclosure Schedule, from the date hereof through the Closing Date, the Seller shall not permit any of the Transferred Companies and their Subsidiaries to make any payments, reimbursements or any other distributions of any nature whatsoever, other than any payment, reimbursement or distribution relating to payroll or which otherwise does not individually exceed $5,000 or in the aggregate, with all other payments, reimbursements and distributions, exceed $100,000, to the Seller or any of its Affiliates (other than the Transferred Companies and their Subsidiaries) without the prior written consent of Buyer. Any expenses allocated by Seller during the period from the date hereof through the Closing Date to the Transferred Companies and their Subsidiaries shall be allocated in a fair and reasonable manner.
(b) All outstanding intercompany account balances (other than those relating to Taxes and those under or relating to reinsurance contracts and arrangements) between any Transferred Company and any of its Subsidiaries, on the one hand, and Seller and any of its Affiliates (other than such Transferred Company and its Subsidiaries), on the other hand, as of the Closing shall be settled in accordance with the financial terms of such intercompany accounts (but irrespective of the terms of payment of such intercompany accounts) in the manner provided in this Section 5.10. At least five Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement
Intercompany Payments. Effective at the Closing, all intercompany loans and receivables and payables to which Atmel UK is a party or to which Atmel UK is subject will be settled or transferred and extinguished in their entirety such that there shall be no intercompany loans, receivables and payables outstanding at Atmel UK as of the Closing.
Intercompany Payments. All intercompany loans, payments, or other amounts due shall be the responsibility of the seller and paid in full at closing.
Intercompany Payments. If an Event of Default has occurred and is continuing, then the Borrower will not, nor will it permit its Subsidiaries to:
(a) make any payment of principal on any intercompany Indebtedness owed to any Person other than the Borrower or its Subsidiaries; or
(b) offset any intercompany payables or receivables owing among any of the Borrower and any of its Subsidiaries on the one hand and Anadarko or any of its Subsidiaries, other than the Borrower or its Subsidiaries, on the other.
Intercompany Payments. RIC, NORO and ORC, on whose behalf a consolidated federal income tax return is filed, (i) shall cooperate with Parent in the preparation and filing of each consolidated return, including such consents, elections, and other documents as Parent may request in connection therewith, and (ii) shall, with Parent, make such payments and in such manner as provided in Article II of this Agreement.
