Intercompany Accounts Payable definition
Examples of Intercompany Accounts Payable in a sentence
Seller shall take such action and make, or cause to be made, such payments as may be necessary so that, as of the Closing Date, there shall be no Intercompany Accounts Receivable or Intercompany Accounts Payable (other than Intercompany Trade Receivables, Intercompany Trade Payables or obligations or rights pursuant to Business Contracts set forth on Section 5.11 of the Seller Disclosure Schedule) in effect or outstanding.
At the Closing, (i) the various certificates, instruments, and documents referred to in Section 9.1 below, (ii) the various certificates, instruments, and documents referred to in Section 9.2 below, and (iii) the Cash Purchase Price, that portion of the Intercompany Accounts Payable described in Section 2.1(c)(i) hereof and the Additional Amount will each be delivered and/or paid in accordance with the terms of this Agreement.
For the avoidance of doubt, Net Working Capital shall be determined by giving effect to all Extra-Liquid Finishing Business Intercompany Accounts Receivable and Extra-Liquid Finishing Business Intercompany Accounts Payable which have not been settled on or before the Closing Date.
On or before the Closing Date, Graco shall cause Sellers to settle all Intra-Liquid Finishing Business Intercompany Accounts Receivable and Intra-Liquid Finishing Business Intercompany Accounts Payable.
For the avoidance of doubt, Net Working Capital shall be determined without giving effect to any Intra-Liquid Finishing Business Intercompany Accounts Receivable or Intra-Liquid Finishing Business Intercompany Accounts Payable or the cancellation thereof.
Graco shall not be required to (but may), and shall not be required to cause any Seller to (but may), settle any Extra-Liquid Finishing Business Intercompany Accounts Receivable or Extra-Liquid Finishing Business Intercompany Accounts Payable on or before the Closing Date.
Buyer shall be satisfied that the aggregate sum of (i) Indebtedness for Borrowed Money, (ii) Intercompany Debt, (iii) Financing Leases, (iv) Accounts Payable, (v) Accrued Liabilities, (vi) bank drafts payable as of the Closing Date, and (vii) the excess of Intercompany Accounts Payable over Intercompany Accounts Receivable does not exceed Twenty Eight Million Two Hundred Thousand Dollars ($28,200,000).
For purposes hereof, "Intercompany Accounts Payable" means any debt, liability or other obligation, but excluding any obligation arising under this Agreement or under leases with subsidiaries or affiliates of Seller.
Prior to Closing, the Seller shall and shall cause its Affiliates to extinguish at or prior to Closing, all Intercompany Accounts Payable, Intercompany Indebtedness and Intercompany Accounts Receivable of any Acquired Company existing and outstanding immediately prior to Closing.
The Net Working Capital excludes Excluded Assets and Retained Liabilities; such as Retained Employee Liabilities, Inter-company Accounts Receivable and Inter-company Accounts Payable, Allocated Accounts Payable, Allocated Accounts Receivable, receivables and payables for Taxes, and prepaid or accrued insurance for corporate policies.