Intercompany Accounts; Affiliate Agreements. Other than as set forth in Section 4.7 of the Disclosure Schedule, (a) Seller will cause all accounts receivable or payable (whether or not currently due or payable) under each Affiliate Agreement to be settled in full (without any premium or penalty) at or prior to the Closing and (b) the Transferred Companies' participation in all Affiliate Agreements will, in each case, be terminated and discharged without any further liability or obligation to the Transferred Companies thereunder (or any premium or penalty) effective at the Closing and upon terms and pursuant to instruments reasonably satisfactory to Buyer.
Intercompany Accounts; Affiliate Agreements. Buyer shall have received evidence, in a form to its satisfaction, that all Intercompany Accounts and Affiliate Agreements shall have been terminated on or prior to the Closing without any liabilities of any Company remaining thereunder, except for those agreements set forth on Schedule 5.11.
Intercompany Accounts; Affiliate Agreements. (a) Prior to the Closing, the Seller Parties shall cause any amounts owed to or by any member of the Seller Group or Affiliate thereof, on the one hand, from or to a Transferred Entity, on the other hand (other than (i) pursuant to, or in accordance with, the Transaction Documents and (ii) amounts owed to or by any Transferred Entity from or to any other Transferred Entity), to be canceled, settled or otherwise discharged without any further or continuing Liability on the part of either party thereto.
(b) Except for Transferred Real Property Leases with respect to any Delayed Closing Dealerships, Seller Parties shall cause all Affiliate Agreements and Contracts entered into after the date hereof that would be Affiliate Agreements if in effect as of the date hereof, other than any Transaction Document or any such items set forth on Section 7.10(b) of the Disclosure Letter, to be settled or terminated with respect to the applicable Transferred Entity prior to the Closing without any further or continuing Liability on the part of either party thereto.
Intercompany Accounts; Affiliate Agreements. All Intercompany Accounts shall be settled at the end of each calendar quarter and at the Closing Date in accordance with Seller's past practice. Except as may otherwise be agreed to by the parties, all Affiliate Agreements shall be terminated on or prior to the Closing without any liabilities of any Company remaining thereunder, except for Affiliate Agreements relating to the supply of coal and firm offers to buy coal made by Seller Parent, Seller or any of their respective Affiliates (other than any Company) and entered into or received by any Company in the ordinary course of business and which contain arms-length terms, each of which such agreement and firm offer is set forth on Schedule 5.11.
Intercompany Accounts; Affiliate Agreements. (a) Prior to the Principal Closing, the Seller shall cause any amounts owed to or by any member of the Seller Group or Affiliate thereof (other than the Transferred Entities), on the one hand, from or to any of the Transferred Entities, on the other hand (other than (i) pursuant to, or in accordance with, the Transaction Documents and (ii) amounts owed to or by any Transferred Entity, on the one hand, from or to any other Transferred Entity, on the other hand), to be canceled, settled or otherwise discharged (either (x) consistent with Section 5.12(a) of the Disclosure Schedules or (y) otherwise in a manner which is reasonably acceptable to the Purchaser) without any further or continuing Liability on the part of any Transferred Entity.
(b) Prior to the Principal Closing, the Seller may cause any amounts owed to or by any Transferred Entity, on the one hand, from or to any other Transferred Entity, on the other hand, to be canceled, settled or otherwise discharged (either (x) consistent with Section 5.12(a) of the Disclosure Schedules or (y) otherwise in a manner which is reasonably acceptable to the Purchaser).
(c) The Seller shall cause all Affiliate Agreements or Contracts entered into after the date hereof that would be Affiliate Agreements if entered into as of the date hereof, other than the Transition Services Agreement or any other Transaction Document, to be settled or terminated prior to the Principal Closing without any further or continuing Liability on the part of the Purchaser or any of its Affiliates or any Transferred Entity, other than as set forth on Section 5.12(c) of the Disclosure Schedules.
(d) Notwithstanding anything to the contrary contained in this Section 5.12, the actions required to be taken at the Principal Closing pursuant to this Section 5.12 with respect to the French Business shall not be required to be taken until the French Put Option is exercised.
Intercompany Accounts; Affiliate Agreements. All Intercompany Accounts shall be settled on the Closing Date in accordance with Seller’s past practice.
Intercompany Accounts; Affiliate Agreements. Other than as set forth in Section 4.10 of the Disclosure Schedule, (a) Seller shall cause all accounts receivable or payable (whether or not currently due or payable) under each Affiliate Agreement to be settled in full (without any premium or penalty) by December 31, 2013 and (b) LS Korea’s, the Company’s and each of its Subsidiaries’ participation in all Affiliate Agreements shall, in each case, be terminated and discharged without any further liability or obligation to LS Korea, the Company and each of its Subsidiaries thereunder (or any premium or penalty) effective at the Closing. Section 4.10 of the Disclosure Schedule sets forth the manner in which one or more of the Affiliate Agreements shall 53 be settled and discharged. Seller and LivingSocial will provide all documentation related to the settlement of all such Affiliate Agreements set forth on such Section 4.10 of the Disclosure Schedule to Buyer at least five (5) days prior to execution for review and comment.
Intercompany Accounts; Affiliate Agreements. Section 5.12(a) of the Purchase Agreement is replaced in its entirety with the following: Except as set forth in Schedule 5.12, the Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (x) the Company or the Continuing Subsidiaries, on the one hand, and (y) the Seller or any of its Affiliates (other than the Company and the Continuing Subsidiaries), or any of the officers or directors of any of the Seller and any of its Affiliates (other than the Company and the Continuing Subsidiaries, or any of the officers or directors of the Company or any of the Continuing Subsidiaries), on the other hand, to be settled in full (without any premium or penalty, and at values mutually agreed upon by the parties hereto) at or prior to the Closing and reflected in the April 30 Balance Sheet or Adjusted April 30 Stockholder's Equity, except that none of the foregoing shall apply to any intercompany accounts in respect of Contracts between the Company or any of the Continuing Subsidiaries, on the one hand, and Underwriters U.K. and any of its Subsidiaries, on the other hand, the disposition of which shall be in accordance with the provisions of Section 5.12(b) below.
Intercompany Accounts; Affiliate Agreements. (a) Prior to the Closing, the Seller shall cause any amounts owed to or by any member of the Seller Group or Affiliate thereof, on the one hand, from or to the Business or the Transferred Entities, on the other hand (other than (i) pursuant to, or in accordance with, the Transaction Documents and (ii) amounts owed to or by any Transferred Entity from or to any other Transferred Entity), to be canceled, settled or otherwise discharged without any further or continuing Liability on the part of the Business or the Transferred Entities.
(b) The Seller shall cause all Contracts relating to the Business or the Transferred Entities or pursuant to which the Business or the Transferred Entities receives a benefit or is subject to an obligation, in each case which are made solely between or among members of the Seller Group, including any Contract to which any member of the Seller Group (other than the Transferred Entities), on the one hand, and a Transferred Entity, on the other hand are parties (each, an “Affiliate Agreement”), and Contracts entered into after the date hereof that would be Affiliate Agreements if in effect as of the date hereof, other than any Transaction Document, to be settled and terminated with respect to the Business and the Transferred Entities prior to the Closing without any further or continuing Liability on the part of the Purchaser or any of its Affiliates or any Transferred Entity.
Intercompany Accounts; Affiliate Agreements. (a) Except as set forth in Schedule 5.12, the Seller shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (x) the Company or the Continuing Subsidiaries, on the one hand, and (y) the Seller or any of its Affiliates (other than the Company and the Continuing Subsidiaries), or any of the officers or directors of any of the Seller and any of its Affiliates (other than the Company and the Continuing Subsidiaries, or any of the officers or directors of the Company or any of the Continuing Subsidiaries), on the other hand, to be settled in full (without any premium or penalty, and at values mutually agreed upon by the parties hereto) at or prior to the Closing and reflected in the Closing Balance Sheet, except that none of the foregoing
