Intercompany Items Clause Samples

Intercompany Items. At or prior to the Closing, all Intercompany Receivables (other than Closing Intercompany Loans and Refund Intercompany Loans), Intercompany Payables and Intracompany Payables and Receivables shall be settled or paid other than (i) those set forth on Section 6.21 of the Seller’s Disclosure Schedules or (ii) as contemplated in Schedule 6.26 of the Seller’s Disclosure Schedule.

Intercompany Items. All Intercompany accounts payable and Intercompany accounts receivable of each Company, and any other Intercompany items, as of the Effective Date shall be deemed to be settled as a result and as part of the Purchase Price Adjustment pursuant to Section 2(c)(ii). The Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement shall be invoiced by the Seller to the Companies immediately prior to the Closing and shall be settled as a result of and as part of the Purchase Price Adjustment pursuant to Section 2(c)(ii). (i) AUTOMOBILE LEASES. The automobiles listed on Annex VIII are leased under the Seller's group leasing program for use by certain employees of the Companies, as indicated on Annex VIII (the "LEASED AUTOMOBILES"). On or prior to the Closing Date, the Seller shall, at the election of the Buyer, cause the Companies to (and the Companies hereby agree to) either (y) pay the purchase price for, and accept assignment of title to, the Leased Automobiles pursuant to the buy-out options under the leases relating thereto, or (z) accept assignment of, and undertake all obligations with respect to, such leases; provided, however, that in connection with the transactions contemplated by each of clauses (y) and (z), the Seller and the Other Affiliates shall not be required to undertake, and shall be expressly released in writing by the lessor and the Companies from, any residual or on-going liability or obligation of any kind under or in respect of the Leased Automobiles or the leases relating thereto from and after the Closing Date, including any liability or obligation as guarantor or primary or secondary obligor. Any costs associated with the transactions contemplated by this Section 5(i) shall be borne by the Companies; in the case of each Company, to the extent that such costs relate to Leased Automobiles used by its employees. Following the Closing Date, each Company shall indemnify and hold harmless the Seller and the Other Affiliates in respect of any liability or obligation under or in respect of the lease or ownership of the Leased Automobiles from and after the Effective Date.

Intercompany Items. Except as set forth in Section 5.12 of the Sellers’ Disclosure Schedule, prior to the Closing, Sellers shall take, or cause to be taken, all such actions necessary so that (a) all Related Party Contracts are terminated (except as necessary to effectuate the delivery of services under the Transitional Services Agreement or Reverse Transitional Services Agreement) and (b) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities.

Intercompany Items. The Seller shall, as of the date immediately preceding the Closing Date, by appropriate documentation and accounting entries, eliminate any intercompany payables, receivables and/or indebtedness to the Seller arising prior to the Closing Date, provided that the Seller expressly agrees that any other provision of this Agreement to the contrary notwithstanding, the "basket" provisions of Section 8(b)(ii) hereof shall not apply to any obligation of the Seller to the Buyer for a breach of this covenant.

Intercompany Items. Unless otherwise agreed by the parties, prior to the Closing, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank shall take, or cause to be taken, all such actions necessary so that (a) each Related Party Contract is terminated and (b) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided, that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities.

Intercompany Items. The Seller shall, as of the date immediately preceding the Closing Date, by appropriate documentation and accounting entries, contribute to the paid in capital of Mercer, any intercompany payables, receivables and/or indebtedness to the Seller arising prior to the Closing Date.

Intercompany Items. At or prior to the Closing, the Sellers shall take, or cause to be taken, all such actions necessary so that Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided that, the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of trailing activities.

Intercompany Items. Immediately prior to Closing, to the extent permitted by law, except for normal commercial transportation arrangements consistent with past practice and for accounts payable for accrued federal taxes (to the extent included in the calculation of Working Capital) for periods prior to the Closing, for the transition services agreement contemplated by Section 8.8 and the lease contemplated by Section 3.15, (i) ACL Holdings and each Subsidiary of ACL Holdings shall dividend and distribute to CSX any and all claims (including inchoate claims) which any such party may have against CSX, its Affiliates or CSX's or such Affiliates' officers, directors or employees (or shall otherwise forgive and terminate such claims), and such claims shall be owned by CSX as of the Closing, and (ii) all intercompany accounts between (x) CSX and any of its Affiliates, on the one hand, and ACL Holdings or any Subsidiary of ACL Holdings which will be a Subsidiary of ACL Holdings following the Closing, on the other hand, or (y) any Vectura Party and any of its Affiliates, on the one hand, and NMI Holdings and any Vectura Party Subsidiary which will be a Subsidiary of ACL Holdings following the Closing, on the other hand (not to include any investments and related transactions of CVC and 399 Venture Partners Inc. with Vectura), shall be canceled and released.

Intercompany Items. At or prior to the Closing, all Intercompany Receivables and Intercompany Payables shall be settled or paid, except for Intercompany Receivables and Intercompany Payables relating to Surviving PCB Affiliate Arrangements and other than those set forth on Section 6.11 of the Seller’s Disclosure Schedules.