Common use of Intercompany Items Clause in Contracts

Intercompany Items. Immediately prior to Closing, to the extent permitted by law, except for normal commercial transportation arrangements consistent with past practice and for accounts payable for accrued federal taxes (to the extent included in the calculation of Working Capital) for periods prior to the Closing, for the transition services agreement contemplated by Section 8.8 and the lease contemplated by Section 3.15, (i) ACL Holdings and each Subsidiary of ACL Holdings shall dividend and distribute to CSX any and all claims (including inchoate claims) which any such party may have against CSX, its Affiliates or CSX's or such Affiliates' officers, directors or employees (or shall otherwise forgive and terminate such claims), and such claims shall be owned by CSX as of the Closing, and (ii) all intercompany accounts between (x) CSX and any of its Affiliates, on the one hand, and ACL Holdings or any Subsidiary of ACL Holdings which will be a Subsidiary of ACL Holdings following the Closing, on the other hand, or (y) any Vectura Party and any of its Affiliates, on the one hand, and NMI Holdings and any Vectura Party Subsidiary which will be a Subsidiary of ACL Holdings following the Closing, on the other hand (not to include any investments and related transactions of CVC and 399 Venture Partners Inc. with Vectura), shall be canceled and released.