Intercompany Receivables and Payables. At or prior to the Closing, Seller shall, and shall cause its Subsidiaries to, eliminate all intercompany receivables and payables between the Business, on the one hand, and any Retained Business, on the other hand, incurred in the ordinary course of business. For the avoidance of doubt, any Taxes of the Purchased Subsidiaries arising from such elimination shall be treated as a Purchased Subsidiary Liability for purposes of this Agreement.
Intercompany Receivables and Payables. (a) The Parties agree and acknowledge that any intercompany trade receivable or payable balance between an Acquired Company (on the one hand) and another Acquired Company or Affiliate of Seller (on the other hand) which arose from the intercompany supply of goods or services (trading balances) in the ordinary course of business on or before March 31, 2004 shall have been settled in full prior to Closing and those which arose after March 31, 2004 shall be paid in the ordinary course of business and if not paid prior to the Closing Date will remain outstanding as of the Closing Date. The Parties further agree and acknowledge that such trade receivables and payables shall be paid after the Closing in the currency denominated on the applicable invoice in the ordinary course of business.
(b) The Parties further agree and acknowledge that any amount of intercompany financial Indebtedness (which the parties agree shall not include any administrative services fees or any Tax receivables owed by Seller to either of the Acquired Companies), if any, between an Acquired Company (on the one hand) and Seller or an Affiliate of Seller other than an Acquired Company (on the other hand) shall be paid in full at or, if necessary, following the Closing; provided, however, that to the extent necessary the amount of such intercompany financial Indebtedness estimated and settled at Closing will be reconciled with the actual amount of intercompany financial Indebtedness as finally determined by the Parties after Closing and any outstanding balances promptly settled thereafter.
(c) Notwithstanding anything contained herein to the contrary, Seller agrees to pay at Closing to Buyer on behalf of Vancan the sum of $2,244,955 Mexican Pesos (converted to U.S. Dollars at the Measurement Date Exchange Rate) which represents the asset Tax receivable recorded on Vancan’s books for the 2002 Tax year.
Intercompany Receivables and Payables. On the Closing Financial Statements Delivery Date, all intercompany payables and receivables, between the Target and its Subsidiaries on the one hand, and the Sellers and the Sellers' Subsidiaries on the other hand, shall be settled and liquidated in the manner set forth in Sections 2.3(b) and 2.3(c) of this Agreement.
Intercompany Receivables and Payables. At or prior to the Closing, CellStar shall, and shall cause its Subsidiaries to, eliminate, release, transfer, terminate or settle, to the satisfaction of Buyer, in its sole discretion, all intercompany receivables and payables between the Business, on the one hand, and any Retained Businesses, on the other hand, it being acknowledged and agreed by the Parties that Buyer is not acquiring any intercompany receivables and is assuming no intercompany payables.
Intercompany Receivables and Payables. For the avoidance of doubt, the parties hereby agree and acknowledge that (a) notwithstanding Section 2.02(a)(ix), Section 2.02(a)(xii) and 2.02(c)(ii), the Purchased Assets shall include intercompany receivables only to the extent such intercompany receivables are between Transferred Subsidiaries, and (b) notwithstanding Section 2.03(b)(vi), the Excluded Liabilities shall not include intercompany payables only to the extent such intercompany payables are between Transferred Subsidiaries.
Intercompany Receivables and Payables. Except as set forth in Section 5.1(b) and Section 10.23(b), all Intercompany Amounts (other than (x) intercompany loans (which shall be governed by Section 2.4(c)) and (y) payables created or required by this Agreement, any Ancillary Agreement or any Continuing Arrangements) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or, if such terms and conditions are not set forth in writing, such obligation shall be satisfied within thirty (30) days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.
Intercompany Receivables and Payables. Each of Seller and Purchaser agrees to pay any and all intercompany trade receivables and payables, respectively, of the Business outstanding as of the Closing Date within the time period for
Intercompany Receivables and Payables. Effective as of the Closing, all intercompany receivables and payables between Seller and Company, other than for services and disbursements of the nature described in Schedule 10.2, shall be cancelled.
Intercompany Receivables and Payables. Any liability or asset of the Vendor that is being held by an Affiliate of the Vendor and any liability or asset of an Affiliate of the Vendor that is being held by the Vendor or another Affiliate of the Vendor.
Intercompany Receivables and Payables. (a) The Parties agree and acknowledge that any Intercompany Receivable or Intercompany Payable balance between Asset Seller (on the one hand) and ATPG (on the other hand) which arose from the intercompany supply of goods or services (trading balances) in the ordinary course of business of the Textile Business and included in the Closing Date Balance Sheet shall remain outstanding as of the Closing Date. The Parties further agree and acknowledge that such receivables and payables shall be paid after the Closing in the currency denominated on the applicable invoice in the ordinary course of business.
(b) The Parties further agree and acknowledge that any amount of intercompany financial Indebtedness for borrowed money between ATPG (on the one hand) and Asset Seller or an Affiliate of Asset Seller (on the other hand) shall be paid in full at or, if necessary, following the Closing; provided, however, that to the extent necessary the amount of such intercompany financial Indebtedness estimated and settled at Closing will be reconciled with the actual amount of intercompany financial Indebtedness as finally determined by the Parties after Closing and any outstanding balances promptly settled thereafter.
