Common use of Intercompany Items Clause in Contracts

Intercompany Items. Except as set forth in Section 5.12 of the Sellers’ Disclosure Schedule, prior to the Closing, Sellers shall take, or cause to be taken, all such actions necessary so that (a) all Related Party Contracts are terminated (except as necessary to effectuate the delivery of services under the Transitional Services Agreement or Reverse Transitional Services Agreement) and (b) all outstanding Intercompany Receivables or Intercompany Payables shall have been settled or paid; provided that the parties hereby agree to work in good faith to agree upon mutually acceptable procedures for the settlement or payment of (i) such amounts in a tax-efficient manner and (ii) any trailing activities.