Settlement of Intercompany Accounts. Each Intercompany Account outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the Ensign Group and the Pennant Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.
Settlement of Intercompany Accounts. At the Closing, STI and SSI and their subsidiaries (other than the Contributed Company Group) shall pay to the Contributed Company Group, or the Contributed Company Group shall pay to STI and SSI or their subsidiaries (other than the Contributed Company Group), as appropriate, the balance owing on the Intercompany Accounts.
Settlement of Intercompany Accounts. Each Intercompany Account representing Indebtedness (for the avoidance of doubt, excluding the Specified Promissory Note, the Specified PM TRS Preferred Stock and the SpinCo Preferred Stock) outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the DevCo Group and the SpinCo Group prior to the Effective Time, in each case, in the manner agreed to by the Parties. Each Intercompany Account representing an account payable outstanding immediately prior to the Effective Time, will survive and be paid in accordance with its terms; provided that if such account payable does not have a specified repayment term, such account payable shall be repaid within ninety (90) days of the Effective Time.
Settlement of Intercompany Accounts. (a) Shortly prior to the Closing Date, Platinum US shall remit to St. Xxxx and any Post-Closing Subsidiaries of St. Xxxx, as applicable, all amounts estimated to be owing as of the Closing Date by Platinum US to St. Xxxx or such Post-Closing Subsidiaries, and St. Xxxx and all Post-Closing Subsidiaries of St. Xxxx, as applicable, shall remit to Platinum US all amounts estimated to be owing as of the Closing Date by St. Xxxx or such Post-Closing Subsidiaries of St. Xxxx to Platinum US.
(b) As soon as reasonably practicable, but in no event later than 45 days following the Closing Date, St. Xxxx covenants that it shall prepare and deliver to the Company a balance sheet as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with accounting practices prescribed or permitted for insurance companies by the Maryland insurance regulatory authorities, which have been applied consistent with the financial statements of past periods, including the May 31, 2002 balance sheet delivered pursuant to Section 3.04(f) and shall in all material respects fairly present the financial condition of Platinum US as of its date.
Settlement of Intercompany Accounts. From and after the Distribution Date, the parties shall use reasonable efforts to settle any Intercompany Accounts that are not settled as of the Distribution within 90 days after the Distribution.
Settlement of Intercompany Accounts. At or prior to the Closing and effective no later than the day immediately prior to the Closing Date, Seller shall cause all intercompany payables, receivables and loans between Missouri Gas Energy relating to the Business, on the one hand, and Seller and its Affiliates (other than Missouri Gas Energy) on the other hand, to be settled or cancelled.
Settlement of Intercompany Accounts. Other than Liabilities for payment and/or reimbursement for costs and other fees and charges relating to goods or services provided by any Cogint Entity to any SpinCo Entity, or vice versa, prior to the Business Transfer Time in the ordinary course of business, including under the Intercompany Agreements described in Section 2.3(b) and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any Cogint Entity, on the one hand, and any SpinCo Entity, on the other hand, in existence as of immediately prior to the Business Transfer Time and after giving effect to the Internal Reorganization shall be extinguished by the applicable Cogint Entities and the applicable SpinCo Entities no later than the Business Transfer Time by (i) cancellation, forgiveness or release by the applicable obligor or (ii) one or a related series of payments, settlements, netting, distributions of and/or contributions to capital, in each case, as determined by Cogint and such that the SpinCo Entities, on the one hand, and the Cogint Entities, on the other hand, do not have any further Liability to one another in respect of such intercompany receivables, payables, loans and other accounts.
Settlement of Intercompany Accounts. Other than Liabilities for payment and/or reimbursement for costs and other fees and charges relating to goods or services provided by any Parent Entity to any New BBX Capital Entity, or vice versa, prior to the Effective Time in the ordinary course of business, and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any Parent Entity, on the one hand, and any New BBX Capital Entity, on the other hand, in existence as of immediately prior to the Effective Time and after giving effect to the Separation shall be extinguished by the applicable Parent Entities and the applicable New BBX Capital Entities no later than the Effective Time by (i) cancellation, forgiveness or release by the applicable obligor or (ii) one or a related series of payments, settlements, netting, distributions of and/or contributions to capital, in each case, as determined by Parent and such that the New BBX Capital Entities, on the one hand, and the Parent Entities, on the other hand, do not have any further Liability to one another in respect of such intercompany receivables, payables, loans and other accounts.
Settlement of Intercompany Accounts. At or prior to the Closing and effective no later than the day immediately prior to the Closing Date, Seller shall cause all intercompany payables, receivables and loans between New England Gas Company or the Subsidiary relating to the Business, on the one hand, and Seller and its Affiliates (other than New England Gas Company and the Subsidiary) on the other hand, to be settled or cancelled.
Settlement of Intercompany Accounts. (a) Settlement of Intercompany Accounts Between LifePoint Group ----------------------------------------------------------- and Columbia/HCA Group. All intercompany receivables, payables and loans ---------------------- (other than receivables, payables and loans otherwise specifically provided for in any of the Ancillary Agreements or hereunder), including, without limitation, in respect of any cash balances, any cash balances representing deposited checks or drafts for which only a provisional credit has been allowed or any cash held in any centralized cash management system, between the LifePoint Group, on the one hand, and the Columbia/HCA Group, on the other hand, shall, as of the close of business on the Distribution Date, be settled, capitalized or converted into ordinary trade accounts, in each case as may be agreed in writing prior to the Distribution Date by duly authorized representatives of the Columbia/HCA Group and the LifePoint Group.
(b) Settlement of Intercompany Accounts Between Triad Group and ----------------------------------------------------------- Columbia/HCA Group. All intercompany receivables, payables and loans (other ------------------ than receivables, payables and loans otherwise specifically provided for in any of the Ancillary Agreements or hereunder), including, without limitation, in respect of any cash balances, any cash balances representing deposited checks or drafts for which only a provisional credit has been allowed or any cash held in any centralized cash management system, between the Triad Group, on the one hand, and the Columbia/HCA Group, on the other hand, shall, as of the close of business on the Distribution Date, be settled, capitalized or converted into ordinary trade accounts, in each case as may be agreed in writing prior to the Distribution Date by duly authorized representatives of the Columbia/HCA Group and the Triad Group.
(c) Settlement of Intercompany Accounts Between LifePoint Group ----------------------------------------------------------- and Triad Group. All intercompany receivables, payables and loans (other --------------- than receivables, payables and loans otherwise specifically provided for in any of the Ancillary Agreements or hereunder), including, without limitation, in respect of any cash balances, any cash balances representing deposited checks or drafts for which only a provisional credit has been allowed or any cash held in any centralized cash management system, between the LifeP...
