Termination of Intercompany Accounts. Prior to or at the Closing, the Seller shall take all necessary action to cause all Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between Global Power or any of its Affiliates (other than the Seller), on the one hand, and the Seller, on the other hand, to be satisfied as of the Closing; provided, however, that Global Power and its Affiliates (other than the Seller), on the one hand, and the Seller, on the other hand, shall be permitted to enter into Contracts, commitments or transactions with one another following the Closing.
Termination of Intercompany Accounts. Effective as of the BRT Date, all Liabilities between Brazil NewCo and Parent or its other subsidiaries (the “Brazil Intercompany Liabilities”) shall be cancelled and extinguished without payment of any kind and neither Brazil NewCo nor Parent shall have any obligation in respect of any such intercompany accounts after the Closing Date: provided, however, that the following Brazil Intercompany Liabilities shall not be cancelled or terminated but shall remain in place and be paid in the Ordinary Course of Business (i) amounts owing under the Transition Services Agreement or any other services or similar agreement approved by the General Manager, (ii) amounts owing to or from Parent and its Subsidiaries with respect to the provision of goods or services or the sale of inventory (“Trade Accounts”) from and after the Closing Date through the BRT Date, and (iii) any other matter agreed to by the General Manager and Parent or as set forth in an agreed operating plan pursuant to Section 9.2(d). Nothing in this subparagraph (f) shall prejudice Parent’s right to receive any payment due to it under subparagraph (g) below. Effective as of the BRT Date, Brazil NewCo’s participation in Parent’s cash management program will terminate, with no amounts payable by Brazil NewCo, and, except as may be set forth in the Transition Services Agreement and the Commercial Agreements, or as agreed to in writing by the Parties, all data processing, management, accounting, insurance, banking, personnel, legal, communications and other products and services provided to Brazil NewCo by Parent or any of its Affiliates, including any agreements or understandings (written or oral) with respect thereto, and, all guarantees and indemnities in favor of Brazil NewCo made by Parent or any affiliate of Parent shall terminate without any further action or liability on the part of the Parties.
Termination of Intercompany Accounts. The Seller hereby agrees that at or immediately prior to the Closing, it shall take all necessary action to cause all Contracts, commitments or transactions, including all amounts payable or receivable resulting therefrom, between the Company or CCI, on the one hand, and the Seller or any of its Affiliates, on the other hand, to be terminated and cancelled and of no further force and effect without any further liability or obligation and without creating any liability on the part of either CCI or the Company for taxable income as a consequence.
Termination of Intercompany Accounts. Subject to the terms of the Transition Services Agreement, prior to or at the Closing, each Seller shall take all necessary action to cause all Contracts, Commitments, or transactions, including all amounts payable or receivable resulting therefrom, between any Seller or any of its Affiliates (other than the Acquired Companies), on the one hand, and the Acquired Companies, on the other hand, to be satisfied as of the Closing; provided, however, that Sellers and their respective Affiliates (other than the Acquired Companies), on the one hand, and the Acquired Companies, on the other hand, shall be permitted to enter into Contracts, commitments, or transactions with one another following the Closing.
Termination of Intercompany Accounts. Any intercompany receivable, payable or loan between Epitope and Agritope outstanding on the Distribution Date will be deemed terminated as a result of the consummation of the transactions contemplated in this Agreement and will be treated as a capital contribution.
Termination of Intercompany Accounts. Except (i) as otherwise provided in this Agreement or an Ancillary Agreement or (ii) as set forth in Section 7.21 of the Seller Disclosure Schedule, all intercompany accounts between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand, shall (a) not be Transferred Assets or Assumed Liabilities and (b) shall be cancelled with effect as of 11:59 P.M. on the date immediately prior to the Closing Date.
Termination of Intercompany Accounts. The Parties agree that there shall be no Intercompany Accounts from the date hereof through and including the Closing other than those set forth in Schedule 1.02(i)(A); provided that, for the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, all Intercompany Accounts shall be subject to the covenants and limitations set forth in the this Agreement, the Transaction Agreement (including Section 7.01(c) thereof) and the Ancillary Agreements. Effective as of the Distribution Date, each of Parent and HoldCo shall cause each Intercompany Account outstanding immediately prior to the Distribution, other than those expressly set forth on Schedule 1.02(i)(B) attached hereto, to be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished (in each case with no further liability or obligation, including with respect to Taxes, on any member of the Energy Supply Group) by the relevant member(s) of the Parent Group and the Energy Supply Group, respectively, on or prior to the Distribution Date in each case in a manner reasonably agreed to by the Parties. Each Intercompany Account outstanding immediately prior to the Distribution and which is set forth on Schedule 1.02(i)(B) shall continue to be outstanding after the Distribution Date (unless previously satisfied in accordance with its terms) and thereafter (i) shall be an obligation of each relevant party, each of which shall be responsible for fulfilling its obligations in accordance with the terms and conditions applicable to such obligation and (ii) from and after the Distribution Date shall be an obligation of the relevant party to a third party and shall no longer be an Intercompany Account.
Termination of Intercompany Accounts. At or prior to the Closing, Seller Parent (a) shall, and shall cause each of its Affiliates (including the Selling Parties) to release, cancel, terminate or otherwise settle, without any continuing obligations or liabilities following the Closing, all intercompany accounts owed by the Asset Sellers (with respect to the Business) or the Business Subsidiaries to Seller Parent or any of its Affiliates as of the Closing Date, (b) shall cause the Business Subsidiaries to release, cancel, terminate or otherwise settle, without any continuing obligations or liabilities following the Closing, all intercompany accounts owed by Seller Parent or any of its Affiliates to the Business Subsidiaries as of the Closing Date and (c) shall, and shall cause each of its Affiliates (including the Business Subsidiaries) to terminate all Contracts between any Business Subsidiary, on the one hand, and Seller Parent or any of its Affiliates that is not a Business Subsidiary, on the other, in each case except for the Buyer Ancillary Agreements or as set forth on Schedule 7.5. For the avoidance of doubt, the release, cancellation, termination and settlements pursuant to this Section 7.5 shall not affect the rights, obligations and liabilities pursuant to this Agreement, the Seller Ancillary Agreements and the Buyer Ancillary Agreement.
Termination of Intercompany Accounts. Seller shall, and shall cause its Subsidiaries to satisfy or settle each Intercompany Account outstanding immediately prior to the Closing, in any general ledger account of any Newspaper Sub, on the one hand, and any Subsidiary of Seller (other than the Company), on the other hand.
Termination of Intercompany Accounts. Letters of Credit and Guarantees SCHEDULE 6.10.....Non-Competition; Non-Solicitation SCHEDULE 6.20.....Sale of Backlisted Titles SCHEDULE 7.2......Purchaser Indemnification THIS SALE AND PURCHASE AGREEMENT (this "Agreement") is entered into as of August 23, 2002 by and between RIVERDEEP, INC., a Delaware corporation (the "Purchaser"), and GTG/WIZARD, LLC, a Delaware limited liability company (the "Seller").
