Common use of Related Party Transactions; Intercompany Accounts Clause in Contracts

Related Party Transactions; Intercompany Accounts. (a) At or prior to the Closing, except as contemplated in the Transaction Documents, each Purchaser shall, and shall cause its Affiliates to, take all such action as may be necessary to cause all contracts, agreements, plans, arrangements or commitments between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand, to be terminated without any penalty, cost or consideration to be payable or incurred by any of UEC, CaymanCo, OpCo or their respective controlled Affiliates and all payments thereunder to be made prior to the Closing and for the parties thereto to release and waive any and all claims that any of them may have thereunder as of the Closing. Each Purchaser hereby represents and warrants that, except as contemplated in the Transaction Documents, there will not be as of the Closing any contract, agreement, plan, arrangement or commitment between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand. (b) Each Purchaser, on behalf of itself and its Affiliates, hereby agrees that all balances, payables and other amounts due or outstanding between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand, shall be deemed settled and extinguished in full as of the Closing, except as arising under any Transaction Document. Each Purchaser hereby represents and warrants that, except as contemplated in the Transaction Documents, there will not be as of the Closing any balances, payables or other amounts due or outstanding between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand. (c) Without limiting Section 6.06(a) and (b) above, XXXXX Music Holding III Limited (“PAG”) hereby represents and warrants to the Company and the other Purchasers that the Nominee Agreement dated June 17, 2015 by and between PAG and UEC has duly terminated in accordance with its terms prior to the date of this Agreement without any penalty, cost or consideration to be payable or incurred by any of UEC, CaymanCo, OpCo or their respective controlled Affiliates.