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.
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 the Company or any of its Subsidiaries remaining thereunder, except for those agreements set forth on Schedule 5.11.
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. Other than as set forth in Schedule 5.9, (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) at or prior to the Closing and (b) except for the Administrative Services Agreement, the LPT Agreement, and the Guaranty Agreement, the Company’s participation in all Affiliate Agreements shall be terminated and discharged without any further liability or obligation to the Company thereunder (or any premium or penalty) effective at the Closing, upon terms and pursuant to instruments reasonably satisfactory to Buyer.
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.
Intercompany Accounts; Affiliate Agreements. Except as set forth on Schedule 6.5, Sellers shall cause the Company and the Acquired Companies to (i) cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (x) the Company and the Acquired Companies, on the one hand, and (y) Sellers or any of their Affiliates (other than the Company and the Acquired Companies), on the other hand, to be settled in full at or prior to the Closing and (ii) otherwise terminate any agreements set forth on Schedule 4.20 or satisfy Liabilities related thereto or arising therefrom.
Intercompany Accounts; Affiliate Agreements. 60 Section 5.11. Non-Competition and Non-Solicitation. 61 Section 5.12. Payments Received. 63 Section 5.13. Sellers’ Marks. 64 Section 5.14. Tax Matters. 64 Section 5.15. Bulk Sales Laws. 69 Section 5.16. Credit and Performance Support Obligations. 69 Section 5.17. Exclusivity. 69 Section 5.18. Actions with Respect to Financing. 69 Section 5.19. Financing Cooperation. 72 Section 5.20. Delivery of Financial Statements. 73 Section 5.21. Retained Cash. 73 Section 5.22. Brazilian Arrangements. 74 Section 5.23. Pre-Closing Transition Services. 74 ARTICLE VI
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. Except as set ------------------------------------------- forth in Schedule 5.14 hereto and as provided in Section 5.13, the Sellers shall cause all intercompany accounts receivable or payable (whether or not currently due or payable) between (a) any of the Companies or their Subsidiaries (including Northern County), on the one hand, and (b) any of the Sellers or their other Affiliates, or any of the officers or directors of any of the Sellers, the Companies, their Affiliates and Northern County, 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. Except as set forth in Schedule 5.14 hereto and as provided in Section 5.13, all Affiliate Agreements shall be terminated without any further Liability or obligation thereunder effective at or prior to the Closing, upon terms and pursuant to instruments reasonably satisfactory to the Purchaser, and the Sellers will cause each of its Affiliates party to any Affiliate Agreements (other than the Companies, their Subsidiaries (including Northern County)) to execute and deliver to the Purchaser, the Companies and their Subsidiaries (including Northern County) a Release and Discharge with respect thereto, dated as of the Closing Date and substantially in the form attached hereto as Exhibit D.
