Treatment of Intercompany Accounts Sample Clauses

Treatment of Intercompany Accounts. 2 Section 1.2.
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Treatment of Intercompany Accounts. Prior to or contemporaneously with the Commission declaring effective the IPO Registration Statement, E-Z-EM shall cause all of the intercompany long term debt of $16,148,000 owed by AngioDynamics to E-Z-EM, less three million dollars ($3,000,000), to be "capitalized" by making an in-kind contribution to AngioDynamics of its rights in such obligations or otherwise treating such obligations in the manner reasonably requested by AngioDynamics in order to minimize or eliminate any adverse income tax effects upon AngioDynamics. Upon the receipt by AngioDynamics of proceeds of the Offering, AngioDynamics shall promptly (but in no event after two (2) Business Days after receipt of same) deliver to E-Z-EM in same day funds the sum of three million dollars ($3,000,000) as payment in full and satisfaction of the remaining intercompany indebtedness owing to E-Z-EM by AngioDynamics.
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Treatment of Intercompany Accounts. All intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for hereunder or under any Ancillary Agreement, including payables created or required hereby or by any Ancillary Agreement), 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 any member of the Corn Products Group, on the one hand, and any member of the CPC Group, on the other hand, which exist and are reflected in the accounting records of the parties shall, to the extent practicable, be paid or settled prior to the Distribution Date, and otherwise thereafter, in the ordinary course of business in a manner consistent with the payment or settlement of similar accounts arising from transactions with third parties.
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Treatment of Intercompany Accounts. All intercompany accounts receivable, intercompany accounts payable and other obligations due and owing to any Seller by any of its Subsidiaries will be disregarded for purposes of the transactions contemplated hereby and will not be transferred or assigned to Buyer, and all intercompany accounts payable of the Acquired Subsidiaries together with all intercompany accounts receivable by the Acquired Subsidiaries, will be settled prior to Closing.
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Treatment of Intercompany Accounts. On or prior to the Distribution Date intercompany accounts, if any, shall be settled.
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Treatment of Intercompany Accounts. Other than as expressly contemplated by any Related Agreement or Annex E hereof, all intercompany accounts receivable, intercompany accounts payable and other obligations due and owing between any Seller and any of its Affiliates shall be disregarded for purposes of the transactions contemplated hereby and shall not be treated as Assumed Liabilities, Contributed Assets, Excluded Assets or Excluded Liabilities.
Sample 1
Treatment of Intercompany Accounts. On or prior to the Distribution Date, the parties shall settle (i) the net intercompany receivable due from Merck to Medco arising from transactions that occurred after December 29, 2001 and on or prior to July 31, 2003 and (ii) any amounts owing between the parties solely as a result of transfers of cash during the period from August 1, 2003 through the day prior to the Distribution Date (the "August Pre-Distribution Period") pursuant to the parties' customary cash transfer procedures by means of a cash payment from Merck to Medco equal to the sum of (a) the amount of such net intercompany receivable and (b) the August Pre-Distribution Net Cash Transfer Amount (such payment from Merck, the "Intercompany Payment"). All amounts payable by Merck to Medco and by Medco to Merck arising from transactions that occurred prior to the Distribution not appropriately reflected in the Intercompany Payment shall be settled after the Distribution Date in accordance with the timeframe in which the payor customarily settles such payables but not to exceed 60 days (unless otherwise provided in an agreement between Merck and Medco). The "August Pre-Distribution Net Cash Transfer Amount" (which may be positive or negative) shall mean (x) the amount of cash transferred from Medco to Merck during August Pre-Distribution Period pursuant to the parties' customary cash transfer procedures less (y) the amount of cash transferred from Merck to Medco during such period pursuant to such procedures.
Sample 1
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Treatment of Intercompany Accounts. On or prior to the Distribution Date, the parties shall settle the net intercompany receivable due from Merck to Medco arising from transactions that occurred after December 29, 2002 and prior to the Distribution Date pursuant to a payment from Merck to Medco in cash equal to the amount of such net intercompany receivable (less the amounts payable by Medco to Merck pursuant to Sections 2.01(b) and 2.01(c) of the Tax Agreement (as defined herein)) (such net payment from Merck, the "Intercompany Payment").
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Treatment of Intercompany Accounts. On or prior to the Distribution Date, the parties shall settle (i) the net intercompany receivable due from Merck to Medco arising from transactions that occurred after December 29, 2001 and on or prior to July 31, 2003 (the "Initial Period") and (ii) any amounts owing between the parties solely as a result of transfers of cash during the period from August 1, 2003 through the day prior to the Distribution Date (the "August Pre-Distribution Period") pursuant to the parties' customary cash transfer procedures by means of a cash payment from Merck to Medco in cash equal to the sum of (a) the amount of such net intercompany receivable and (b) the August Pre-Distribution Net Cash Transfer Amount (such net payment from Merck, the "Intercompany Payment"). All amounts payable by Merck to Medco and by Medco to Merck arising from transactions that occurred prior to the Distribution after July 31, 2003 (or from transactions that occurred during the Initial Period but which are not appropriately reflected in the Intercompany Payment) shall be settled after the Distribution Date in accordance with the timeframe in which the payor customarily settles such payables but not to exceed 60 days (unless otherwise provided in an agreement between Merck and Medco). The "August Pre-Distribution Net Cash Transfer Amount" (which may be positive or negative) shall mean (x) the amount of cash transferred from Medco to Merck during August Pre-Distribution Period pursuant to the parties' customary cash transfer procedures less (y) the amount of cash transferred from Merck to Medco during such period pursuant to such procedures.
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Related to Treatment of Intercompany Accounts

  • Intercompany Accounts 6 Section 3.05.

  • Treatment of Accounts Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of a Grantor’s business or as required by law.

  • Management Accounts The Management Accounts have been prepared in accordance with the same accounting principles and practices adopted for the Accounts and show a fair view of the assets and liabilities of the Company as the Management Accounts Date.

  • Investment Accounts Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; (a) Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and (b) In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any Certificated Securities (as defined in Section 9-102 of the UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the UCC) to the Administrative Agent to the extent required hereunder.

  • Treatment of Investments (1) Each Contracting Party shall accord to investments by investors of the other Contracting Party fair and equitable treatment and full and constant protection and security. (2) A Contracting Party shall not impair by unreasonable or discriminatory measures the management, operation, maintenance, use, enjoyment, sale and liquidation of an investment by investors of the other Contracting Party. (3) Each Contracting Party shall accord to investors of the other Contracting Party and to their investments treatment no less favourable than that it accords to its own investors and their investments or to investors of any third country and their investments with respect to the management, operation, maintenance, use, enjoyment, sale and liquidation of an investment, whichever is more favourable to the investor. (4) No provision of this Agreement shall be construed as to oblige a Contracting Party to extend to the investors of the other Contracting Party and to their investments the present or future benefit of any treatment, preference or privilege resulting from (a) any membership in a free trade area, customs union, common market, economic community or any multilateral agreement on investment; (b) any international agreement, international arrangement or domestic legislation regarding taxation.

  • Termination of Intercompany Agreements (a) Except as set forth in Section 2.4(b), DevCo, on behalf of itself and each of the other members of the DevCo Group, and SpinCo, on behalf of itself and each of the other members of the SpinCo Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • No Impairment of Intercompany Transfers No Credit Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between Borrowers.

  • Set Up Accounts (a) Bank shall establish and maintain the following accounts ("Accounts"): (i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and (ii) an account in the name of Customer ("Cash Account") for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account. (b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. (c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code ("UCC"), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a "securities account" with Bank for and in the name of such Fund and shall treat all such assets other than cash as "financial assets" as those terms are used in the UCC.

  • Special Accounts For the purposes of this Schedule:

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