Intercompany Settlements Clause Samples

The Intercompany Settlements clause establishes the procedures and obligations for resolving financial transactions and balances between related entities within the same corporate group. Typically, it outlines how payments, reimbursements, or transfers of funds are to be calculated, documented, and settled, often specifying timelines and acceptable methods of settlement. This clause ensures that all intercompany financial dealings are handled transparently and efficiently, reducing the risk of disputes and maintaining accurate accounting records across the group.
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Intercompany Settlements. Prior to the Effective Time, Seller shall use commercially reasonable efforts to settle any outstanding Intercompany Payable Amounts or Intercompany Receivable Amounts between the Transferred Entities, on the one hand, and Seller and its Affiliates (other than the Transferred Entities), on the other hand; provided that, if Seller is unable to settle such accounts prior to the Effective Time, then Seller and Buyer shall cooperate for a period of ninety (90) days following the Closing to settle such accounts.
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Intercompany Settlements. All payments of Consolidated Federal Income Tax Liability determined under Sections 3.02, 3.03, and 3.04 shall be made within ninety (90) days of the payment of the applicable estimated or actual consolidated federal income tax, except where a refund is due Parent, in which case, it may defer payment to a Member to within ninety (90) days of receipt of such refund. All payments shall be made in cash or in securities eligible as investments for the New York Companies, valued at market value.
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Intercompany Settlements. (a) The intercompany accounts established for each Present Subsidiary shall be adjusted as of the "accounting close" following the end of each month so as to reflect each Present Subsidiary's obligations and entitlements under Sections 3, 4 and 5. If a Present Subsidiary has a liability to Enron for a month, the intercompany accounts shall be settled in cash by the earlier of (i) 15 days after each calendar quarter-end or (ii) immediately prior to a Present Subsidiary ceasing to be a member of the Consolidated Group. If Enron has a liability to a Present Subsidiary for a month, Enron shall settle its obligation in cash immediately upon determination of such liability. (b) On or before the ninetieth (90th) day after the date of the filing of a Consolidated Return for a tax period, each Present Subsidiary's intercompany payable account vis-a-vis Enron shall be increased for the tax period (or any relevant portion thereof) so as to reflect any additional Tax Difference attributable to such Present Subsidiary that has not previously been recorded in the intercompany accounts. (c) On or before the ninetieth (90th) day after the date of the filing of a Consolidated Return for a tax period, each Present Subsidiary's intercompany receivable account vis-a-vis Enron shall be increased for the tax period (or any relevant portion thereof) so as to reflect any additional Tax Difference attributable to such Present Subsidiary (as a Credit Member) that has not previously been recorded in the intercompany accounts.
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Intercompany Settlements. 7 4.2 Carrybacks and Carryovers of Losses and Credits..............8
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Intercompany Settlements. The Company shall, and shall cause its Affiliates to, take such actions and/or make or cause to be made such payments as may be necessary or appropriate as determined by the Company in consultation with Parent so that, as of the Closing Date, (a) the intercompany liabilities and obligations set forth on Schedule 5.21, and any agreements entered into after the date of this Agreement between any members of the Company Group, shall have been finally settled or extinguished (unless Parent otherwise consents in writing), and (b) any Taxes arising out of or otherwise attributable to such settlement/extinguishment shall be treated for purposes of this Agreement as arising in the Pre-Closing Tax Period and, for the avoidance of doubt, shall be included as an item of Indebtedness pursuant to clause (v) thereof.
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Intercompany Settlements. Schedule 3.22 sets forth the intercompany accounts between any of the Sellers and their Affiliates and their Related Persons. As of the Closing, no such amounts shall remain outstanding other than amounts set forth on Schedule 3.22 (which amounts shall not be deemed Acquired Assets or Assumed Liabilities). For the avoidance of doubt, the Current Assets of the Business and the Current Liabilities of the Business shall not reflect any such intercompany accounts which accounts shall be Excluded Assets and Excluded Liabilities.
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Intercompany Settlements. Schedule 6.26 sets forth the intercompany accounts between any of Sellers or their Affiliates, on the one hand, and any of the Subsidiaries or their Affiliates, on the other hand. As of the Closing, no such amounts shall remain outstanding and such amounts shall not be deemed Purchased Assets or Assumed Liabilities. For the avoidance of doubt, the current assets of the Business and the Liabilities of the Business shall not reflect any such intercompany accounts which accounts shall be Excluded Assets and Excluded Liabilities and the Subsidiaries shall not be liable to pay or discharge any such intercompany liability; provided, however, the Liabilities of the Business shall include, for purposes of calculating the Net Asset Position, the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) which is intercompany Indebtedness owed by the Business to Parent or its Affiliates and which is being purchased pursuant to the Promissory Note.
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Related to Intercompany Settlements

  • Intercompany Transactions 89 Section 9.13

  • Contractual Settlement Unless the parties agree to the contrary, the Custodian will attend to the settlement of securities transactions in accordance with the Custodian's standard operating procedure, on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Custodian settles certain securities transactions on the basis of contractual settlement date accounting, the Custodian may reverse with back value to the contractual settlement date any entry relating to such contractual settlement if the Custodian reasonably believes that such amount will not be received.

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

  • Contractual Settlement and Income The Custodian may, as a matter of bookkeeping convenience, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian’s actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until the Custodian shall have received immediately available funds that under applicable local law, rule or practice are irreversible and not subject to any security interest, levy or other encumbrance, and that are specifically applicable to such transaction.

  • Intercompany Arrangements Seller will cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 4.17(a)(viii) of the Disclosure Schedule and to the extent related to the Business, to be terminated, effective no later than as of the Closing, other any arrangement entered into pursuant hereto or in connection with the Contemplated Transactions.