Common use of Intercompany Accounts and Agreements Clause in Contracts

Intercompany Accounts and Agreements. (a) Except as set forth in Section 5.08(a) of the Disclosure Schedule, immediately prior to the Initial Closing, LivaNova shall, and shall cause its subsidiaries to, (i) terminate, effective as of the Applicable Closing Date, all Contracts between LivaNova or any of its subsidiaries (other than the Transferred Subsidiaries), on the one hand, and any Transferred Subsidiary, on the other hand and (ii) cause each of the Transferred Subsidiaries to be released from all covenants, agreements, Claims and Liabilities under any such Contracts. (b) At any time prior to the Initial Closing, all intercompany receivables, payables and loans between LivaNova or any of its subsidiaries (other than the Transferred Subsidiaries), on the one hand, and any Transferred Subsidiary, on the other hand, shall be settled in such manner as is contemplated by the Restructuring Plan.