Intercompany Transfers. The Borrower shall maintain accounting systems capable of tracing intercompany transfers of funds and other assets.
Intercompany Transfers. Except as disclosed in the summary information delivered to the Buyer and previous intercompany transfers, no Participation Interest has been acquired by an Affiliate of Seller other than a direct parent of Seller.
Intercompany Transfers. The Company shall (i) not engage in or allow transfers of assets or liabilities or engage or enter into other transactions between any of the Retained Companies, on the one hand, and any of the GBC Companies, on the other hand, except as contemplated by the Distribution Agreement, (ii) from and after the time of execution of any Transaction Agreement, abide and cause the GBC Companies to abide by their respective obligations under such Transaction Agreements and (iii) not terminate or amend, or waive compliance with any obligations under, the Distribution Agreement; provided that nothing herein shall prohibit transfers of cash between the Retained Companies and the GBC Companies, so long as such transfers are properly recorded on the intercompany accounts of the Retained Companies.
Intercompany Transfers. Other than Investments permitted pursuant to Section 7.6, the Borrower and Holdings will not transfer assets to Fleet 10 or Fleet 11.
Intercompany Transfers. The Seller and the Company shall have provided the Purchaser with true, complete and correct copies of all agreements, documents and instruments relating to the transfer of the assets and Assumed Liabilities (but none of the Excluded Liabilities) of the Business to the Company, all of which shall be in form and substance reasonably satisfactory to the Purchaser.
Intercompany Transfers. Notwithstanding anything to the contrary contained herein, net transfers from the Borrower and the Guarantors to Non-Borrower Subsidiaries shall not exceed Two Million Dollars ($2,000,000) during any twelve month period.
Intercompany Transfers. Permit the Borrower or any of its Affiliates to invest in, loan to or otherwise transfer to Sino-American without the prior written approval of the Required Banks an amount greater than (a) during the calendar year ending December 31, 2003, Twenty-Five Million Dollars ($25,000,000), and (b) during each subsequent calendar year, Thirty-Five Million Dollars ($35,000,000), provided that, notwithstanding the foregoing restriction on transfers by the Borrower to Sino-American, the Borrower shall be permitted, subject to the two provisos below, to repay the outstanding principal amount of any intercompany loans owed by the Borrower to Sino-American permitted by clause (J) of the definition of Permitted Indebtedness or return the amount of any investment in, or capital contribution to, the Borrower made by Sino-American in accordance with Section 6.05; provided, however, that it shall be a condition of any transfer by Borrower or any of its Affiliates to Sino-American that such amounts transferred by the Borrower or any of its Affiliates to Sino-American be applied, first, to repay and reduce the outstanding principal amount of any intercompany loans owed by Borrower, or return the aggregate amount of investments in or capital contributions to the Borrower from Sino-American, to Sino-American, if any, in each case until repaid in full, and second, as investments in, loans to or other transfers to Sino-American pursuant to the foregoing clauses (a) or (b), as applicable; and further provided, however, in no event shall any such investment in, loan, return or transfer to, or repayment of intercompany loans to, Sino-American, be permitted if: (i) an Event of Default has occurred and is continuing pursuant to any of Sections 7.01(a), (d), (e), (f), (g), (h), (i) or (j) hereof; (ii) Administrative Agent has given Borrower written notice that a Loan Excess has occurred and is continuing; (iii) the Current Ratio calculated pursuant to Section 6.15(a) or (b) is, or as the result of the making of such investment, loan, transfer or repayment would become, less than 0.85 to 1.00; (iv) the EBITDA to Interest Ratio calculated pursuant to Section 6.16 (a) or (b) is, or as the result of the making of such investment, loan, transfer or repayment would become, less than 3.0 to 1.0; or (v) Administrative Agent has accelerated the maturity of Borrower's Obligations as provided in Section 7.03."
(f) Paragraph (f) of Section 9.05 of the Credit Agreement is hereby amended by inserting...
Intercompany Transfers. Notwithstanding anything herein to the contrary, Seller will be permitted, without Buyer’s consent, to continue transfers and allocations of cash or funds between and among Seller or any of its Affiliates, including, without limitation, through payables and receivables, provided that such transfers or allocations occur in the Ordinary Course of Business. Except as otherwise provided herein, Seller will be entitled to transfer cash among itself or an Affiliate in the Ordinary Course of Business if corresponding intercompany receivables or intercompany payables have been created or correspondingly adjusted. Upon reasonable prior notice (including a summary thereof) to Buyer, Seller will be entitled to take such actions in Seller’s sole discretion as may be necessary to settle (through offsets and/or cash transactions and/or dividends) immediately before the First Closing any intercompany payables and intercompany receivables.
Intercompany Transfers. No royalty payment shall be made with respect to any non-commercial sale or transfer of a product between and among Connetics, its Affiliates, and/or its sublicensees where such sale or transfer is made in the course of a subsequent royalty- [*****] CONFIDENTIAL TREATMENT REQUESTED PAGE 10 11 generating transaction under this Agreement. No multiple royalties shall be payable on account of the sale of any Product, regardless of whether or not more than one patent, or patent and other intellectual property rights, exist(s) covering such Product in any country. No royalty shall be payable with respect to reasonable quantities of samples provided free of charge to physicians and reasonable quantities of free "trade goods" including indigent patient programs.
Intercompany Transfers. SPL and AIM shall not transfer any assets, property or funds to any other affiliate, insider, related entity, including, without limitation, Tri-Lite, absent advance written consent from the Committee's designated representative.
