Related Party Accounts. Except as and to the extent set forth in Schedule 5.11, and except for accounts payable and receivable incurred in the ordinary course of business with the Shareholders and their Affiliates as contract growers, contemporaneously with the Closing, Shareholders and their Affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, shall satisfy and/or terminate (without recourse), as between Shareholders and their Affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, all amounts (i) due by a Shareholder and its Affiliates (other than the Companies), on the one hand, to the Companies, on the other hand, or (ii) due by the Companies, on the one hand, to Shareholders and their Affiliates (other than the Companies), on the other hand. Any liability for Taxes arising from such satisfaction or termination of such amounts shall be the responsibility of Shareholders.
Related Party Accounts. Prior to the Closing Date, all Related Party Accounts shall be cash-settled or extinguished, such that upon the Closing there will be no Related Party Accounts outstanding; provided that the Company's office leases in Shanghai and Chengdu with David Feng Yu will not be terminated. As used herein, "Related Party Xxxxuxxx" xxans with respect to each Group Company (i) all related party receivables due to such Group Company from the Seller Parties and their Affiliates (other than the Group Companies), other than receivables for goods and services incurred in the ordinary course of business less (ii) all related party payables of such Group Company to the Seller Parties and their Affiliates (other than the Group Companies), other than payables for goods and services incurred in the ordinary course of business.
Related Party Accounts. (a) Other than as set forth in paragraph (b) below, prior to the December 31, 2005, all Related Party Accounts shall be cash-settled or extinguished, such that upon the First Closing there will be no Related Party Accounts outstanding. As used herein, "Related Party Accounts" means with respect to each Group Company (i) all related party receivables due to such Group Company from the Seller Parties and their Affiliates (other than the Group Companies), other than receivables for goods and services incurred in the ordinary course of business less (ii) all related party payables of such Group Company to the Seller Parties and their Affiliates (other than the Group Companies), other than payables for goods and services incurred in the ordinary course of Business.
Related Party Accounts. At or before the Effective Time, the Members and their Affiliates and Associates, on the one hand, and MLP, on the other hand, shall satisfy and/or terminate (without recourse), as between a Member and any of its Affiliates and Associates, on the one hand, and MLP, on the other hand, all amounts (i) due by a Member or any of its Affiliates or Associates, on the one hand, to MLP, on the other hand, or (ii) due by MLP, on the one hand, to a Member or any of its Affiliates or Associates, on the other hand.
Related Party Accounts. Working Capital and EBITDA Purchase Price Adjustments Section 1.9 Allocation of Purchase Price
Related Party Accounts. On or prior to the Closing Date, all related party accounts between Xxxxxx Xxxx, on the one hand, and any of the Sellers or their affiliates, on the other hand, shall be settled, paid in full and/or canceled.
Related Party Accounts. Prior to the First Closing Date, the Company and the Seller Parties shall use reasonable efforts to cash settle or extinguish all Related Party Accounts, so that there will be no Related Party Accounts outstanding upon the First Closing. The Company and the Seller Parties shall provide to Buyer, at least 5 days prior to the First Closing Date, a schedule listing all remaining Related Party Accounts As used herein, “Related Party Accounts” means with respect to each Group Company (i) all related party receivables due to such Group Company from the Seller Parties and their Affiliates (other than the Group Companies), other than receivables for goods and services incurred in the ordinary course of business less (ii) all related party payables of such Group Company to the Seller Parties and their Affiliates (other than the Group Companies), other than payables for goods and services incurred in the ordinary course of business.
Related Party Accounts. Except as set forth on Schedule 5.5, prior to the First Closing, all Related Party Accounts shall be cash-settled or extinguished, such that upon the First Closing there will be no related party accounts outstanding. As used herein, “Related Party Accounts” shall mean with respect to each Group Company (i) all related party receivables due to such Group Company from the Affiliates of the Company, the Selling Shareholders and/or their Affiliates (other than the Group Companies), other than receivables for goods and services incurred in the ordinary course of business and amounts owed under the Structure Agreements and (ii) all related party payables of such Group Company to the Affiliates of the Company, the Selling Shareholders and/or their Affiliates (other than the Group Companies), other than payables for goods and services incurred in the ordinary course of business.
Related Party Accounts. Schedule 3.11 contains a complete list of all balances as of the Company Balance Sheet Date between Seller and his Affiliates, on the one hand, and the Company and the Subsidiaries, on the other hand. Since the Company Balance Sheet Date there has not been any accrual of liability by the Company or any Subsidiary to Seller or any of his Affiliates or other transaction between the Company or any Subsidiary and Seller and any of his Affiliates, except with respect to the period prior to the date of this Agreement, in the ordinary course of business of the Company and the Subsidiaries consistent with past practice, and thereafter, as provided in Schedule 3.11.
Related Party Accounts. Except as otherwise provided in Schedule 7.04, all related-party accounts between Seller or his Affiliates, on the one hand, and the Company or any Subsidiary, on the other hand, as of the Closing shall be settled (irrespective of the terms of payment of such related-party accounts) in the manner provided in this Section 7.04. At least five (5) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement setting out in reasonable detail the calculation of all such account balances based upon the latest available financial information as of such date and, to the extent requested by Buyer, provide Buyer with supporting documentation to verify the underlying charges and transactions. All such account balances shall be paid in full in cash prior to the Closing.
