Common use of Intercompany Payables and Receivables Clause in Contracts

Intercompany Payables and Receivables. Buyer and Seller acknowledge and agree that, as of the Closing Date, except for the arrangements set forth on Schedule 9.5 describing certain payables that shall become obligations of Buyer after the Closing, all intercompany account balances, cash pooling arrangements and other liabilities between the Company, on the one hand, and Seller and its Affiliates (other than the Company), on the other hand (excluding the arrangements set forth on Schedule 9.5, “Intercompany Balances”), shall be eliminated, either through the capitalization, dividend, payment and/or cancellation of such Intercompany Balances or otherwise, such that, as of the Closing Date and thereafter, except amounts pursuant to the terms of the Transaction Documents, (a) no amounts shall be payable to the Company by Seller or any of its Affiliates (other than the Company) in respect of any Intercompany Balances, as the case may be, and (b) neither Buyer nor the Company shall have any claim, action or other right against Seller with respect to any funds, accounts or other assets (or the proceeds thereof) that were subject to or arose out of any Intercompany Balances on or prior to the Closing Date.