Common use of Intercompany Items Clause in Contracts

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. All (a) Except as contemplated by the Transition Services Agreement or otherwise Previously Disclosed on Schedule 7.17 of Seller’s Disclosure Schedules, Seller shall take, or cause to be taken, all such actions necessary so that the Intercompany accounts payable Payables and the Intercompany accounts receivable of each Company, and any other Intercompany items, Receivables as of the Effective Closing Date shall have been settled or paid in full in cash (and, to the extent any Intercompany Payables or Intercompany Receivables are not paid on or prior to Closing, all such unpaid amounts shall be deemed to be settled cancelled effective as a result and as part of the Purchase Price Adjustment pursuant to Section 2(c)(iiClosing). The Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement shall be invoiced by the Seller to the Companies immediately At least five (5) Business Days prior to the Closing Closing, Seller shall prepare and deliver to Purchaser a statement setting out in reasonable detail the calculation of all such intercompany account balances based upon the latest available financial information as of such date and, to the extent requested by Purchaser, provide Purchaser with supporting documentation to verify the underlying intercompany charges and transactions. All such intercompany account balances shall be settled as a result of and as part of paid in full in cash prior to the Purchase Price Adjustment pursuant to Section 2(c)(ii)Closing. (ib) AUTOMOBILE LEASES. The automobiles listed on Annex VIII are leased under In addition, Seller shall cause all other agreements, contracts, arrangements and commitments between or among the Seller's group leasing program for use by certain employees Company or any of the CompaniesTransferred Subsidiaries, on the one hand, and Seller or any of its Affiliates (but excluding Company and the Transferred Subsidiaries), on the other hand, to be terminated effective as indicated on Annex VIII (the "LEASED AUTOMOBILES"). On or prior to of 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 Date without continuing liability or obligation of any kind under or in respect of the Leased Automobiles Company or any of the Transferred Subsidiaries, on the one hand, or Seller and its Affiliates (other than the Company or the leases relating thereto from and Transferred Subsidiaries), on the other hand (other than any agreement, contract, arrangement or commitment set forth on Schedule 7.17 of Seller’s Disclosure Schedules, which shall remain in effect after the Closing Datein accordance with its terms), including any liability or obligation as guarantor or primary or secondary obligor. Any costs associated with the transactions contemplated by this Section 5(i) and Seller shall be borne by the Companies; in the case deliver written evidence of each Company, such termination to Purchaser at or prior 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 DateClosing.