Distributions Prior to Closing. Anything to the contrary notwithstanding, the parties agree that, prior to the Closing, ARS shall distribute to its shareholders on February 28, 1998, by way of dividends or otherwise, all cash, accounts receivable (subject to all accounts payable), its entire interest in the LLC, and the partnership interests with respect to the real estate located in Melbourne, Florida. The cash distributed shall be adjusted to reflect any obligations that ARS may have with respect to engine deposits, unearned income related to 1998 and beyond, or other matters recorded on ARS's financial statements which reflect future obligations of ARS, all of which shall be accounted for in accordance with past practices. In the event that the distribution of cash is less than or greater than the amount as finally determined by ARS's accountants, ARS or the Sellers, as the case may be, shall correct such error by ARS distributing to Sellers or Sellers returning to ARS in cash the amount so determined within thirty (30) days after the Closing. In addition to the distributions described in this Section 7.6, in the event that the Savannah Racetrack of Savannah, Georgia, or the trustee in bankruptcy for said Track makes a distribution for unpaid sanction fees for the 1997 race to CART and ARS, then fifty percent (50%) of such distribution shall be paid immediately to the Sellers and shall be accounted for as if such amount were an Account Receivable as set forth herein and distributed on February 28, 1998.
Distributions Prior to Closing. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement shall prohibit SuckerPunch from paying distributions to the SuckerPunch Shareholder at any time prior to the Closing as long as such distributions are paid from available cash, do not constitute borrowed or restricted funds, and are otherwise made in compliance with applicable Law.
Distributions Prior to Closing. The Corporation shall not distribute to the Shareholders any cash in its accounts prior to Closing that relate to (i) the sum of the customer deposits for all open customer liabilities of the Corporation as of the date of Closing, (ii) the sum of $100,000.00 transferred to the Corporation in 2020 by an affiliate of the Corporation to be used to pay the early termination fee of the Corporation’s existing office lease as further described in Schedule 32 attached hereto only to the extent that such early termination fee is not paid by the Corporation prior to Closing (collectively, the “Restricted Cash Amounts”), and (iii) the aggregate amount of outstanding checks written by the Corporation that have not cleared through the Corporation’s bank account as of the date of Closing (the “Outstanding Checks Amount”); provided, however, the foregoing shall not restrict the Corporation from distributing to the Shareholders on or prior to Closing cash in excess of the Restricted Cash Amounts and the Outstanding Checks Amount. Purchaser covenants and agrees after the Closing to not cause the Corporation to close the bank account in which such outstanding checks were written nor to remove cash in such account to cover the Outstanding Check Amount, so that the Corporation has funds in such account to cover those outstanding checks as they are cashed after Closing by the party to whom such checks are written.
Distributions Prior to Closing. Prior to Closing, (i) Seller will cause the Company to distribute to Seller or Seller's designee any and all equity or other ownership interests in any other Entity, held by Company as of the Closing Date, and any assets or properties held by the Company as of the Closing Date (other than the California Assets or the Gulf Assets), and (ii) subject to Section 5.1(e) above, Seller may cause the Company to distribute to Seller's or Seller's designee all cash and cash equivalent instruments held by the Company at any time up until the Closing Date, including without limitation monies generated from the operation by the Company of the California Assets during the period of time between the Effective Date and the Closing Date.
Distributions Prior to Closing. Xxxxxx Xxxxxxxxx shall receive the 1994 Ford Ranger prior to the Closing Date and Xxxxxx Xxxxxxxxx will assume all lease or note, insurance or other obligations related to this vehicle.
Distributions Prior to Closing. Prior to the Closing Date, (a) the Companies shall declare cash dividends to their respective Stockholders in the aggregate amount of Seven Hundred Fifty Thousand Dollars ($750,000) which dividends include, but are not limited to, undistributed retained earnings of the Companies from January 1, 1997 through July 31, 1997 and which dividends shall be paid (on or before the Closing Date) from the Companies as set forth on Schedule 1.8 hereto; (b) Heritage shall distribute (by quitclaim deed) to its Stockholders all of its right, title and interest in that certain real property owned by Heritage and located on U.S. Highway 278, Bluffton, Beaufort County, South Carolina (the "Heritage Property") in partial redemption of its shares; (c) Heritage shall assign to X. Xxxxx and X. Xxxxx (the "Xxxxxx") that certain mortgage note payable by Heritage to Xxxxxxx X. Xxxxxxxxx in the principal amount of Seven Hundred Fifty Thousand Dollars ($750,000), dated February 13, 1996 and secured by the Heritage Property (the "Heritage Mortgage") and the Xxxxxx shall assume and agree to pay the Heritage Mortgage (provided that the Xxxxxx shall fully satisfy the Heritage Mortgage on or before December 31, 1999 if Heritage is not released by the lender from any liability relating to the Heritage Mortgage at the time it is assumed by the Xxxxxx); (d) Heritage shall assign to the Xxxxxx that certain note receivable from the Xxxxxx in the principal amount of Seven Hundred Fifty Thousand Dollars ($750,000) dated February 13, 1996; (e) Xxx Xxxxx Chevrolet shall declare and distribute (by quitclaim deed) dividends to its Stockholders of all of its right, title and interest in that certain approximately 40 acre tract of real property located on 00xx Xxxxxx east of Keystone Avenue, Indianapolis, Indiana, together with all rights and obligations relating to that certain condemnation action styled Board of Commissioners of Xxxxxxxx County v. Xxx Xxxxx Chevrolet, Inc. and Xxxx Xxx, X.X., Xxxxx Xx. 00XX0-0000-XX-0000, Xxxxxxxx Xxxxxx Superior Court (the "Xxx Xxxxx Chevrolet Property") and the Stockholders of Xxx Xxxxx Chevrolet shall satisfy the obligations of Xxx Xxxxx Chevrolet under the terms of that certain mortgage note dated July 1, 1996 by Xxx Xxxxx Chevrolet to Bank One, Indianapolis, N.A. in the approximate principal amount of One Hundred Seventy-Four Thousand Dollars ($174,000) as of August 31, 1997 and secured by the Xxx Xxxxx Chevrolet Property (the "Xxx Xxxxx Chevrolet Mortgage"); ...
Distributions Prior to Closing. Prior to the Closing Date, (a) the Companies shall declare cash dividends to their respective Stockholders in the aggregate amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) which dividends include, but are not limited to, undistributed retained earnings of the Companies from January 1, 1997 through July 31, 1997 and which dividends shall be paid (on or before the Closing Date) from the Companies as set forth on Schedule 1.17 hereto; (b) the Companies shall declare dividends to their respective Stockholders in an amount equal to the estimated net income of the Companies from August 1, 1997 through the Closing Date which dividends shall be paid in cash on or before the Closing Date; (c) Kissimmee Toyota shall assign to its Stockholders all of its rights under its Third Party Lease (as defined in Section 2.10 hereof) to acquire fee simple title to the Real Property leased thereunder and (d) Paramount shall assign to its Stockholders all of its rights under its Third Party Lease to acquire fee simple title to the Real Property leased thereunder.
Distributions Prior to Closing iBill shall be permitted to make ------------------------------ distributions to its partners prior to Closing, subject to maintaining sufficient Assets as set forth in Section 1.1.11.
Distributions Prior to Closing. Immediately prior to the Closing, the Sellers shall cause the Companies and the Subsidiaries to make a distribution to the Sellers as of the close of business on the date immediately prior to the Closing Date of such of the current assets, of the type reflected on the Combined Balance Sheets of Response Personnel, Inc. and Affiliates, and the current liabilities of the type reflected on such balance sheet, such that, as of the Closing, the only current assets of the Companies and the Subsidiaries shall consist of $2,000,000 in cash and the only current liabilities shall consist of obligations under the capital leases. From and after the Closing, any checks or other payments for accounts receivable or other such distributed assets received by any of the Companies and the Subsidiaries shall not be deposited into any account of such Company or Subsidiary, but rather shall be deposited directly into an account or accounts designated for such purpose by the Sellers.
Distributions Prior to Closing. Immediately prior to the Closing of the Merger, ELC shall declare a dividend in an amount equal to the tax distribution attributable to the CEH Units for the period ending with respect to the Closing Date and Orman and Xxxxxxxxx shall be entitled to receive from Strategic Energy, L.L.C. ("SEL") such amounts therefrom in proportion to their ownership interests in ELC. The income, gain, loss and deductions attributable to the CEH Units shall be allocated to ELC through the Closing Date and to IEC after the Closing Date.
