Common use of Elimination of Intercompany Accounts Clause in Contracts

Elimination of Intercompany Accounts. Marcam Solutions and the Company shall use their reasonable best efforts to cause all outstanding intercompany receivables, payables and loans (other than the Note) between an entity that, effective as of the close of business on the business day immediately preceding the Distribution Date, will be included among Marcam Solutions and the Marcam Solutions Subsidiaries, on the one hand, and an entity that will be included among MAPICS and the MAPICS Subsidiaries, on the other hand, to be eliminated, released or forgiven no later than the close of business on the business day immediately prior to the Distribution Date or, to the extent Marcam Solutions and the Company are not able to determine, prior to such date, the amount of any such receivable, payable or loan which is to be eliminated, such amount shall be repaid within 45 days thereafter; provided, however, that all receivables and payables outstanding as of such date arising out of purchases of goods or services in the ordinary course of business between an entity that, effective as of the Cut-Off Date, will be included among Marcam Solutions and the Marcam Solutions Subsidiaries, on the one hand, and an entity that will be included among MAPICS the MAPICS Subsidiaries, on the other hand, will remain outstanding and will be paid after the Distribution Date in accordance with past practice or in accordance with the terms of any applicable contract.