Closing Distribution. At or immediately prior to Closing, Sellers shall cause all Cash and Cash Equivalents in the Bank Accounts (as of the Business Day immediately prior to the Closing Date), less any amounts required to account for outstanding checks, drafts and wires issued by the Company Group, including overdrafts, net of all checks on hand, drafts and wires received or deposited but not yet credited to the accounts of the Company Group (including deposits in transit) to be transferred or otherwise distributed to account(s) of Sellers or its designee, which transfer or other distribution shall, for the avoidance of doubt, (a) constitute Leakage and (b) not violate any provision of Section 6.4.
Closing Distribution. The Company shall, immediately prior to the Effective Time, in accordance with the power provided to it under Section 4.4 of the Agreement, cause EFC to make (i) a cash distribution to Edelman Holdco, in an amount equal to the product of (x) the Distribution Amount and (y) 22/24ths (0.916) (such product, the “Edelman Distribution”) in respect of the Units held by Xxxxxxx Xxxxxx and (ii) a cash distribution to Xxxxxx Xxxxx (“Xxxxx”), in an amount equal to the product of (x) the Distribution Amount and (y) 2/24ths (0.084) (such product, the “Xxxxx Distribution” and, together with the Edelman Distribution, the “Distributions”) in respect of the Units held by Xxxxx, which Distributions shall be made by EFC to Edelman Holdco and Xxxxx, as applicable, by wire transfers of immediately available funds. The percentage of the Distribution Amount payable to Xxxxxxx Xxxxxx and Xxxxx hereunder is referred to as their “Pro Rata Share”.
Closing Distribution. At or prior to Closing, Seller shall make a final cash distribution to the Shareholder in an amount equal to the lesser of: (a) $930,000, (b) Net Income Before Income Taxes for the period from January 1, 1997 until the Closing Date (prior to giving effect to the distribution contemplated by this Section 10.1), as determined in accordance with generally accepted accounting principles consistently applied, (c) the amount of cash available in Seller's bank accounts on the Closing Date (prior to giving effect to the distribution contemplated by this Section 10.1), or (d) positive Working Capital as of the Closing Date (prior to giving effect to the distribution contemplated by this Section 10.1) ("Working Capital" being defined as current assets minus current liabilities according to generally accepted accounting principles). Notwithstanding anything to the contrary contained herein, at or prior to the Closing Date, upon receiving the prior written consent of BICC, which consent shall not be unreasonably withheld, Seller may finance a portion of Seller's Accounts Receivable with a loan from the Shareholder secured by the Accounts Receivable in order to enable Seller to make the Final Distribution (the "Final Distribution"), and the proceeds of such financing shall be (y) used to determine both the amounts of cash available and Working Capital as described above, and (z) eligible to be used for the Final Distribution at or prior to Closing.
Closing Distribution. Following the Closing, the Company shall make a Distribution in cash equal to, in the aggregate: (X) the amount of Cash as of the Closing (as Cash is defined in the Securities Purchase Agreement) minus (Y) five million dollars ($5,000,000). Each Unitholder agrees and consents to the foregoing Distribution; provided, however, that settlement of such Distribution shall occur (i) with respect to Investor, immediately following the Closing; and (ii) with respect to the other Unitholders, immediately following the settlement of all Class B Unit purchases pursuant the Class B Unit Purchase and Sale Agreements, dated January 29, 2016, between certain Unitholders and the Investor.
Closing Distribution. Not later than five (5) Business Days prior to the Closing Date, the Company shall cause to be prepared and delivered to the Purchaser a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Closing Net Retained Earnings (the “Estimated Net Retained Earnings”). The Estimated Closing Statement shall be prepared in accordance with GAAP and the accounting principles set forth on Schedule 2.5(a) (the “Agreed Principles”). At the Closing, the Purchaser shall pay to the Seller the amount of the Estimated Net Retained Earnings.
Closing Distribution. Seller shall be entitled to any cash and cash equivalents (including the amount of any uncashed checks payable to any Acquired Company) on hand or in bank accounts or lock boxes of Seller or the Acquired Companies at 11:59 p.m. central time on the date immediately preceding the Closing Date (the “Company Cash”). Notwithstanding anything to the contrary contained herein, the parties hereby acknowledge and agree that at any time prior to Closing, Seller shall have the right to distribute, or cause to be distributed, all Company Cash to Seller. If Seller has not received the full amount of the Company Cash prior to Closing, the Purchase Price will be increased by the amount of Company Cash not received by Seller (such amount, if any, the “Closing Date Cash”).
Closing Distribution. At the Effective Time, the Shareholders shall receive a distribution of $1,330,004.00 by cashier's or certified check and 149,180 shares of Code-Alarm Common Stock.
Closing Distribution. Upon the Closing of the Purchase Agreement, the Company shall make a distribution (the "Closing Distribution") to the Indeck Members (in accordance with the respective interests of the Indeck Members as shown on Exhibit 8.1), in the amount of (i) $13,000,000, (ii) less the amounts required to discharge all existing indebtedness of the Company, including without limitation amounts payable to Indeck Power Overseas, Ltd. in respect of a promissory note dated Xxxxx 00, 0000, (xxx) less amounts expended prior to the Effective Date to bring each Project into operating condition, including without limitation amounts payable to Indeck Energy Services, Inc. and any of its Affiliates that have paid Company expenses or advanced funds to the Company, and (iv) plus the amounts of any prepaid expenses of the Company determined in accordance with generally accepted accounting principles as of the Effective Date. Since the exact amount of the Closing Distribution will not be known on the date of closing of the Purchase Agreement, the Company shall make a preliminary distribution (the "Preliminiary Closing Distribution") on the date of closing of an estimated amount determined by the Board of Managers, subject to a reasonable reserve. Within sixty (60) days after closing, the Board of Managers shall detemine the exact amount of the Closing Distribution and the Company shall make a final distribution of the excess of the Closing Distribution over the amount of the Preliminary Closing Distribution, or the Indeck Members shall return to the Company an amount equal to the excess of the Preliminary Closing Distribution over the amount of the Closing Distribution, as the case may be.
Closing Distribution. Buyer acknowledges that, prior to the Closing, and except as is otherwise set forth in Section 9.1 hereof, the Companies shall be entitled to make a closing distribution to their Members of the net income earned by the Companies during the period commencing on January 1, 1998 and ending on the Effective Time (to the extent not previously distributed in accordance with the terms of this Agreement).
