Elimination of Intercompany Accounts. (i) Except as set forth in Section 2.03(a)(ii) or on Schedule 2.03(a), Conexant, on behalf of itself and each other member of the Conexant Group, on the one hand, and Washington, on behalf of itself and each other member of the Washington Group, on the other hand, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Conexant), effective as of the Time of Distribution, all intercompany receivables, payables and other balances existing immediately prior to the Time of Distribution between Conexant and/or any Conexant Subsidiary, on the one hand, and Washington and/or any Washington Subsidiary, on the other hand.
(ii) The provisions of Section 2.03(a)(i) will not apply to any intercompany receivables, payables and other balances arising under any Transaction Agreement, including those incurred in connection with the payment by any party of any expenses which are required to be paid or reimbursed by the other party pursuant to Section 4.09.
Elimination of Intercompany Accounts. Except as set forth on Schedule 5.4, Seller (on behalf of itself and each of its Subsidiaries, other than Maquiladora), on the one hand, and Maquiladora, on the other hand, shall settle and eliminate, by cancellation or transfer to the other (in a manner to be determined by Seller), effective as of the Closing, all intercompany receivables, payables and other balances existing immediately prior to the Closing between Seller and/or any of Seller's Subsidiaries (other than Maquiladora), on the one hand, and Maquiladora, on the other hand. This Section 5.4 shall not affect any rights of any Party arising under this Agreement or any document, agreement or instrument entered into pursuant hereto.
Elimination of Intercompany Accounts. Immediately prior to the Closing, Seller shall cause any and all intercompany accounts of any kind or nature whatsoever (other than intercompany accounts arising out of ordinary course commercial dealings of the business of the Company and its Subsidiaries which will be reflected in the Closing Net Tangible Assets determination), between Seller and any of its Affiliates, on the one hand, and the Company and its Subsidiaries on the other, to be collected, paid, eliminated or otherwise settled.
Elimination of Intercompany Accounts. Marcam Solutions and the Company shall use their reasonable best efforts to cause all outstanding intercompany receivables, payables and loans (other than the Note) between an entity that, effective as of the close of business on the business day immediately preceding the Distribution Date, will be included among Marcam Solutions and the Marcam Solutions Subsidiaries, on the one hand, and an entity that will be included among MAPICS and the MAPICS Subsidiaries, on the other hand, to be eliminated, released or forgiven no later than the close of business on the business day immediately prior to the Distribution Date or, to the extent Marcam Solutions and the Company are not able to determine, prior to such date, the amount of any such receivable, payable or loan which is to be eliminated, such amount shall be repaid within 45 days thereafter; provided, however, that all receivables and payables outstanding as of such date arising out of purchases of goods or services in the ordinary course of business between an entity that, effective as of the Cut-Off Date, will be included among Marcam Solutions and the Marcam Solutions Subsidiaries, on the one hand, and an entity that will be included among MAPICS the MAPICS Subsidiaries, on the other hand, will remain outstanding and will be paid after the Distribution Date in accordance with past practice or in accordance with the terms of any applicable contract.
Elimination of Intercompany Accounts. (i) Except as set forth in Section 3.04(a)(ii) or on Schedule 3.04(a), Rockwell Collxxx, xx behalf of itself and each other member of the Rockwell Collxxx Xxxup, Rockwell, on behalf of itself and each other member of the Rockwell Automation Group, and Rockwell Science Center, on behalf of itself and each other member of the Rockwell Science Center Group, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Rockwell), effective as of the Time of Distribution, all intercompany receivables, payables and other balances (including intercompany cash management balances) existing immediately prior to the Time of Distribution (a) between Rockwell Collxxx xxx/or any Rockwell Collxxx Xxxsidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, (b) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand, and (c) between Rockwell Science Center and/or any Rockwell Science Center Subsidiary, on the one hand, and Rockwell Collxxx xxx/or any Rockwell Collxxx Xxxsidiary, on the other hand.
(ii) The provisions of Section 3.04(a)(i) will not apply to any intercompany receivables, payables and other balances arising under any Transaction Agreement, including those arising under Section 3.05 and those incurred in connection with the payment by any party of any expenses which are required to be paid or reimbursed by the other party pursuant to Section 6.03.
Elimination of Intercompany Accounts. (i) Except as set forth in Section 2.03(a)(ii) or on Schedule 2.03(a), Conexant, on behalf of itself and each other member of the Conexant Group, on the one hand, and Mindspeed, on behalf of itself and each other member of the Mindspeed Group, on the other hand, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Conexant), effective as of the Time of Distribution, all intercompany receivables, payables and other balances (including intercompany cash management balances) existing immediately prior to the Time of Distribution between Conexant and/or any Conexant Subsidiary, on the one hand, and Mindspeed and/or any Mindspeed Subsidiary, on the other hand.
(ii) The provisions of Section 2.03(a)(i) will not apply to any intercompany receivables, payables and other balances arising under any Separation Agreement, including those arising under Section 2.04 or incurred in connection with the payment by any party of any expenses which are required to be paid or reimbursed by the other party pursuant to Section 4.08.
Elimination of Intercompany Accounts. (i) Except as set forth in Section 3.4(a)(ii) or on Schedule 3.4(a)(i) and except for the Parent Note and the Acquisition Notes, the Company, on behalf of itself and each other member of the Company Group, on the one hand, and Crane, on behalf of itself and each other member of the Crane Group, on the other hand, hereby agree to settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Crane), effective immediately prior to the Time of Distribution, all intercompany receivables, payables and other balances (including, without limitation, intercompany loans and cash management balances) between the Company and/or any Company Subsidiary, on the one hand, and Crane and/or any Crane Subsidiary, on the other hand.
(ii) The provisions of Section 3.4(a)(i) will not apply to any intercompany receivables, payables and other balances incurred in connection with the payment by any party of any expenses which are required to be paid by the other party pursuant to Section 6.3.
Elimination of Intercompany Accounts. 4 ARTICLE II
Elimination of Intercompany Accounts. (i) Except as set forth in Section 3.03(a)(ii) or on Schedule 3.3(a), the Company, on behalf of itself and each other member of the Company Group, on the one hand, and Rockwell, on behalf of itself and each other member of the Rockwell Group, on the other hand, hereby settle and eliminate, by cancellation or transfer to a member of the other Group (whether to cancel or transfer and the manner thereof will be determined by Rockwell), effective as of the Time of Distribution, all intercompany receivables, payables and other balances (including, without limitation, intercompany cash management balances) between the Company and/or any Company Subsidiary, on the one hand, and Rockwell and/or any Rockwell Subsidiary, on the other hand.
(ii) The provisions of Section 3.03(a)(i) will not apply to any intercompany receivables, payables and other balances (A) incurred in connection with or in contemplation of the transactions described on Schedule 3.1(c) (including, without limitation, payment of the Taiwan Purchase Amount by Conexant Systems Taiwan Co. Ltd.) or (B) incurred in connection with the payment by any party of any expenses which are required to be paid by the other party pursuant to Section 6.03.
Elimination of Intercompany Accounts. Seller, on behalf of itself and its Affiliates (including the Acquired Companies), hereby settles and eliminates, by cancellation or transfer to or from the Acquired Companies or otherwise (whether to cancel, transfer or implement any other method of settlement or elimination and the manner thereof will be determined by Seller in its sole discretion), effective as of the Effective Time, all intercompany receivables, payables and other balances (including intercompany cash management balances) between Seller or any of its Affiliates (other than the Acquired Companies), on the one hand, and the Acquired Companies, on the other hand, in existence as of the Effective Time. Notwithstanding the foregoing, the provisions of this Section 8.16 will not apply to any intercompany receivables, payables and other balances arising under this Agreement or any Ancillary Agreement, including those arising under Section 8.8.
