Common use of Intercompany Accounts; Cash Clause in Contracts

Intercompany Accounts; Cash. (a) At or prior to the Closing, (i) all intercompany accounts (including those set forth on Section 6.8 of the Parent Disclosure Schedule), between any member of the Parent Group (other than the Transferred Entities), on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or liability with respect to the intercompany accounts set forth on Section 6.8 of the Parent Disclosure Schedule, and (ii) without limiting the provisions of Section 8.14, any and all Cash of the Transferred Entities may be extracted from the Transferred Entities by the Sellers or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (i) and clause (ii), in such a manner as Parent shall reasonably determine in its sole discretion. (b) For the avoidance of doubt, (i) other than as set forth in Section 8.14, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated on the Closing Date and (ii) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group (other than the Transferred Entities), on the other hand, created in the Ordinary Course of Business, shall not be required to have been eliminated on the Closing Date.

Intercompany Accounts; Cash. (a) At or prior to the Closing, (ia) all intercompany accounts (including those a true, correct and complete list of which as of the date of this Agreement are set forth on Section 6.8 of the Parent Disclosure Schedule), between any member of the Parent Group (other than the Transferred Entities)Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or liability with respect to the intercompany accounts set forth on Section 6.8 of the Parent Disclosure ScheduleSchedule (or that arise after the date of this Agreement, but are of the type that would be required to be set forth thereon if outstanding as of the date of this Agreement), and (iib) without limiting the provisions of Section 8.14, any and all Cash of the Transferred Entities may be extracted from the Transferred Entities by the Sellers or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (ia) and clause (iib), in such a manner as Parent shall reasonably determine in its sole discretion. (b) . For the avoidance of doubt, (i) other than as set forth in Section 8.14, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated on at the Closing Date and (ii) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group (other than the Transferred Entities), on the other hand, created in the Ordinary Course of Business, shall not be required to have been eliminated on eliminated, at the Closing DateClosing.

Intercompany Accounts; Cash. (a) At or prior to the ClosingCalculation Time, (i) Parent shall, or shall cause the applicable member of the Parent Group, on the one hand, and any Transferred Entity on the other hand, to settle or otherwise eliminate all intercompany accounts (including those set forth on Section 6.8 6.7 of the Parent Disclosure Schedule), between any member of the Parent Group (other than the Transferred Entities)Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or liability Liability with respect to the such intercompany accounts (including those set forth on Section 6.8 6.7 of the Parent Disclosure Schedule). Parent may, and (ii) without limiting or may cause the provisions Sellers or other member of Section 8.14the Parent Group, to extract at any time prior to the Calculation Time any and all Cash of the Transferred Entities may be extracted from the Transferred Entities by the Sellers or other Affiliates of Parent (including, for the avoidance of doubt, through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, and the settling of intercompany loans accounts), in the case of each of clause (i) and clause (ii), in such a manner as Parent shall reasonably determine in its sole discretion. (b) . For the avoidance of doubt, (i) other than as set forth in Section 8.14, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated on at the Closing Date and (ii) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group (other than the Transferred Entities), on the other hand, created in the Ordinary Course of Business, shall not be required to have been eliminated on eliminated, at the Closing DateClosing.

Intercompany Accounts; Cash. (a) At Except as described on Section 5.7 of the Parent Disclosure Schedule, at or prior to the Closing, (ia) all intercompany accounts (including those set forth on Section 6.8 of the Parent Disclosure Schedule), between any member of the Parent Group (other than the Transferred Entities)Group, on the one hand, and any Transferred Entity, on the other hand, shall be settled or otherwise eliminated, it being understood that, from and after the Closing, Purchaser and the Transferred Entities shall have no obligation or liability with respect to the intercompany accounts set forth on Section 6.8 of the Parent Disclosure Schedule, eliminated and (iib) without limiting the provisions of Section 8.14, any and all Cash cash or cash equivalents of the Transferred Entities may be extracted from the Transferred Entities by Parent and its Affiliates prior to the Sellers or other Affiliates of Parent Effective Time (including, for the avoidance of doubt, including through cash sweeps, dividend payments, distributions, share redemptions, recapitalizations, recapitalizations and the settling of intercompany loans accounts), in the case of each of clause (ia) and clause (iib), in such a manner as Parent shall reasonably determine in its sole reasonable discretion. , provided that it does not create any Cross-Border Intercompany Accounts between any of the Transferred Entities. A “Cross-Border Intercompany Account” is an intercompany account under which the payable is owed by a Transferred Entity organized under the laws of one country (bor a political subdivision thereof) For and the avoidance receivable is owned by a Transferred Entity organized under the laws of doubta different country (or a political subdivision thereof). Notwithstanding anything to the contrary contained herein, (ix) other than as set forth in Section 8.14, intercompany accounts between and among any of the Transferred Entities shall not be required to have been eliminated on at the Closing Date and (iiy) trade accounts payable and receivable between any Transferred Entity, on the one hand, and any member of the Parent Group (other than the Transferred Entities)Group, on the other hand, created in the Ordinary Course ordinary course of Businessbusiness, shall not be required to have been eliminated on at the Closing DateClosing.