Common use of Intercompany Items Clause in Contracts

Intercompany Items. Unless otherwise agreed by the parties, prior to the Closing, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank shall take, or cause to be taken, all such actions necessary so that (a) each Related Party Contract is terminated 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.

Intercompany Items. Unless otherwise agreed by the parties, prior to the Closing, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank and Parent Seller shall take, or cause to be taken, all such actions necessary so that (a) each Related Party Contract is terminated 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.

Intercompany Items. Unless otherwise agreed by the parties, prior to the Closing, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank and Parent Seller shall take, or cause to be taken, all such actions necessary so that (a) each Related Party Contract is terminated 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.activities.‌