Common use of Intercompany Agreements; Intercompany Accounts Clause in Contracts

Intercompany Agreements; Intercompany Accounts. (a) All contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the Parent Group, on the one hand, and any member of the Xxxxx Xxxxxxx Group, on the other hand, in existence as of the Distribution Date, shall terminate effective as of the Distribution Date, except (i) as specifically provided herein, for this Agreement or any Ancillary Agreement (including each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups), (ii) for any contracts, licenses, agreements, commitments or other arrangements to which any Person other than the Parties or their respective wholly owned Subsidiaries is a party, or (iii) as otherwise agreed by the Parties in writing on or after the date hereof and prior to the Distribution Date. From and after the Distribution Date, no member of either Group shall have any rights under any such contract, license, agreement, commitment or arrangement with any member of the other Group, except as specifically provided herein or in the Ancillary Agreements. (b) Notwithstanding anything to the contrary in Section 5.3(a), after the Distribution Date, the Parties shall be obligated to pay only those intercompany accounts between members of the Xxxxx Xxxxxxx Group and members of the Parent Group outstanding as of the Distribution Date that arose in connection with transfers of goods and services in the ordinary course of business, consistent with past practices (which the Parties shall use reasonable efforts to settle prior to the Distribution Date) and any intercompany accounts payable or accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, and all other intercompany accounts outstanding as of the Distribution Date shall be deemed to be settled as of the Distribution Date, except as otherwise contemplated by this Agreement.