REPAYMENT OF INTERCOMPANY DEBT. Except as set forth in Schedule 5.8(a), or as otherwise contemplated by this Agreement, concurrent with or prior to the Closing, the entire amount of Debt owed by any Company to the Seller and/or its Affiliates shall be deemed to constitute a capital contribution of Seller to Amerace and the entire amount of Debt owed by the Seller and/or its Affiliates to any Company, outstanding on the Closing Date, shall be cancelled and/or forgiven without the further payment of any money in connection therewith. Notwithstanding the foregoing, Intercompany payables owed by the Companies to Seller and/or its Affiliates for goods or services provided in the Ordinary Course of Business through the Closing Date and as set forth in Schedule 5.8(b) shall not be cancelled at the Closing and shall be reflected on the Closing Balance Sheet and the foregoing provisions shall not be applicable to any obligations relating to Taxes or Environmental Laws which shall be governed by the provisions of Sections 5.4 and 5.22 hereof. Certain other obligations of the nature set forth on Schedule 5.8(b) may be incurred after the Closing Date, and such obligations shall not be reflected on the Closing Balance Sheet.
REPAYMENT OF INTERCOMPANY DEBT. At the Closing, the Company shall repay an aggregate principal amount of $195 million of intercompany debt owed by the Company to USI Global Corp., a Delaware corporation and a wholly owned subsidiary of USI. All remaining intercompany debt owned by the Company to USI Global Corp. shall be capitalized.
REPAYMENT OF INTERCOMPANY DEBT. The Purchaser shall ensure that the Intercompany Debt, if any, is paid to the Seller on behalf of the relevant Group Companies at Completion. The Intercompany Debt will, however, be deemed to be still outstanding at Completion for purposes of estimating and determining the Debt and Cash in accordance with Clause 4. The Seller shall provide the Purchaser with a detailed written statement setting out all items comprising the Intercompany Debt by no later than 5 (five) Business Days prior to the date on which Completion is envisaged to take place. To the extent upon Completion the Intercompany Debt contains any receivables of the Group Company against the Seller, such receivables will be set-off (verrekend) with the amount payable by the Purchaser upon Completion as set forth in Clause 3.2(b). The Seller shall ensure that the Group Companies shall, for the purpose of such set-off, assign (cederen) these receivables of the Group Company against the Seller to the Purchaser.
REPAYMENT OF INTERCOMPANY DEBT. Cause each of its Subsidiaries to apply all net proceeds from the sale of any Commercial Loan to indebtedness then owed by such Subsidiary to Borrower, provided that said repayment is not in conflict with any statutes, rules and/or regulations imposed by any governmental unit upon Borrower.
REPAYMENT OF INTERCOMPANY DEBT. The Agent shall have received evidence that all amounts outstanding in connection with the intercompany loan in the principal amount of U.S.$6,000,000 owed by RECL to the Borrower shall have been repaid, in full and in cash.
REPAYMENT OF INTERCOMPANY DEBT. On or prior to the Distribution Date, the parties shall pay in full any intercompany receivables and payables between the parties; provided, that it is contemplated that Zimmerman will have a fee paxxxxx xx a subsidiary of IHC as of the Distribution Date of $475,000 in consideration of such subsidiary's guaranty of a subordinated term loan facility entered into by Zimmerman prior to the Distrxxxxxxx.
REPAYMENT OF INTERCOMPANY DEBT. The Customer shall not repay any Indebtedness to Serv-Tech permitted hereunder if a Significant Event (as defined in the Intercreditor Agreement) shall have occurred and be continuing.
REPAYMENT OF INTERCOMPANY DEBT. Except as set forth in the Disclosure ------------------------------ Schedule, or as otherwise contemplated by this Agreement, concurrent with or prior to the Closing, the entire amount of debt owed by the Company to Seller and/or its Affiliates shall be deemed to constitute a capital contribution of Seller to the Company and the entire amount of debt owed by Seller and/or its Affiliates to the Company outstanding on the Closing Date, shall be canceled and/or forgiven without the further payment of any money in connection therewith. Notwithstanding the foregoing, intercompany payables owed by the Company to Seller and/or its Affiliates for goods or services provided in the ordinary course of business through the Closing Date shall not be canceled at the Closing and shall be reflected on the Closing Balance Sheet.
REPAYMENT OF INTERCOMPANY DEBT. At the Closing, and simultaneously with the payment of the Purchase Price, the entire amount of intercompany indebtedness owed by the Company to the Seller and/or its affiliates and the entire amount of intercompany indebtedness owed by the Seller and/or its affiliates to the Company, outstanding on the Closing Date, shall be paid by Buyer to Seller by wire transfer of immediately available federal funds. Buyer and Seller agree that the repayment of the intercompany indebtedness shall be deemed to have occurred immediately preceding the Closing. Buyer and Seller acknowledge that the amount of intercompany indebtedness paid to Seller at Closing is based on estimated amounts, and that the post-closing adjustment set forth in Section 2.5 above shall include an adjustment for the difference between such estimated amount and the actual intercompany indebtedness existing as of the Closing Date.
REPAYMENT OF INTERCOMPANY DEBT. As soon as practicable following the Closing Date (and in any event within 90 days after the Closing Date), each of Sonoco Products and Xxxxxxxx Corp shall cause the Joint Venture or its Subsidiaries to repay and release in full all Intercompany Debt of each Sonoco Holding Company and Controlled Sonoco Operating Company or Xxxxxxxx Holding Company and Xxxxxxxx Operating Company, respectively, plus interest at the rate of interest set forth for each such Intercompany Debt in Schedule 5.10 from December 31, 2003 to and including the date of repayment, or indemnities undertaken by them in respect of such Intercompany Debt, by refinancing such Intercompany Debt with Indebtedness issued by the Joint Venture or any of its subsidiaries to Third Persons; provided, however, that if the amount of such Indebtedness that the Joint Venture is able to issue to such Third Persons is less than the amount of such Intercompany Debt outstanding as of the date of refinancing, plus such amount of interest, then such Intercompany Debt, plus such amount of interest, of each Sonoco Holding Company and Sonoco Operating Company or Xxxxxxxx Holding Company or Xxxxxxxx Operating Company, respectively, shall be repaid pro rata in accordance with Sonoco Luxco's and Xxxxxxxx Holding's respective ownership interest in the Joint Venture as of such date of refinancing.
