Common use of Elimination of Intercompany Accounts Clause in Contracts

Elimination of Intercompany Accounts. (i) Except as set forth in Section 3.04(a)(ii) or on Schedule 3.04(a), Rockwell Coll▇▇▇, ▇▇ behalf of itself and each other member of the Rockwell Coll▇▇▇ ▇▇▇up, Rockwell, on behalf of itself and each other member of the Rockwell Automation Group, and Rockwell Science Center, on behalf of itself and each other member of the Rockwell Science Center Group, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Rockwell), effective as of the Time of Distribution, all intercompany receivables, payables and other balances (including intercompany cash management balances) existing immediately prior to the Time of Distribution (a) between Rockwell Coll▇▇▇ ▇▇▇/or any Rockwell Coll▇▇▇ ▇▇▇sidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, (b) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, and (c) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell Coll▇▇▇ ▇▇▇/or any Rockwell Coll▇▇▇ ▇▇▇sidiary, on the other hand. (ii) The provisions of Section 3.04(a)(i) will not apply to any intercompany receivables, payables and other balances arising under any Transaction Agreement, including those arising under Section 3.05 and those incurred in connection with the payment by any party of any expenses which are required to be paid or reimbursed by the other party pursuant to Section 6.03.

Elimination of Intercompany Accounts. (i) Except as set forth in Section 3.04(a)(ii) or on Schedule 3.04(a), Rockwell Coll▇▇▇, ▇▇ behalf of itself and each other member of the Rockwell Coll▇▇▇ ▇▇▇up, Rockwell, on behalf of itself and each other member of the Rockwell Automation Group, and Rockwell Science Center, on behalf of itself and each other member of the Rockwell 37 42 Science Center Group, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Rockwell), effective as of the Time of Distribution, all intercompany receivables, payables and other balances (including intercompany cash management balances) existing immediately prior to the Time of Distribution (a) between Rockwell Coll▇▇▇ ▇▇▇/or any Rockwell Coll▇▇▇ ▇▇▇sidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, (b) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, and (c) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell Coll▇▇▇ ▇▇▇/or any Rockwell Coll▇▇▇ ▇▇▇sidiary, on the other hand. (ii) The provisions of Section 3.04(a)(i) will not apply to any intercompany receivables, payables and other balances [(A) incurred in connection with or in contemplation of the transactions described on Schedule 3.01(c) or (B)] arising under any Transaction Agreement, including those arising under Section 3.05 and those incurred in connection with the payment by any party of any expenses which are required to be paid or reimbursed by the other party pursuant to Section 6.03.