Post-Closing Distributions. The owner's distribution under any Operating Agreement or Pooling Agreement for the four week fiscal period in which the Closing Date occurs shall be prorated between CLJ and SNH based on the number of days in such fiscal period preceding the Closing Date (in the case of CLJ) or on or after the Closing Date (in the case of SNH). If after the Closing Date, CSL or any CSL Subsidiary shall receive any owner's distribution under any Operating Agreement or Pooling Agreement for (i) the 2001 fiscal year, (ii) any four week fiscal period in the 2002 fiscal
Post-Closing Distributions. Until the expiration of one year after the Closing, the Buyer shall not, and shall cause MV Agusta not to, make any dividend distribution or other extraordinary or similar distribution for his own benefit or for the benefit of any of the Buyer, Xx. Xxxxxxxxxxx, Xx. Xxxxxxxxxxx’x son, their spouses and any other relative (by blood or marriage) within the 6th (sixth) degree, or any Affiliate of the above Persons.
Post-Closing Distributions. If, at any time within one year following the Closing Date, any Joint Venture makes a distribution to a Centerre Company of Cash (other than a distribution of Cash to cover Tax Liabilities of such Centerre Company) that was generated from the results of operations of the applicable Joint Venture prior to the Closing Date and such Cash was not reflected (whether as Cash or as part of Net Working Capital) on the Final Closing Balance Sheet, the Company shall pay to the Stockholder Representative, for the benefit of the Executing Stockholders, the Executing Option Holders and the Non-Owner Participants (in accordance with their Pro Rata Shares), an amount equal to such Cash that was not so reflected; provided, however, to the extent that any Joint Venture maintained, as of the Effective Time, an amount of Cash less than the minimum amount customarily maintained by such Joint Ventures pursuant to its standard operating practice (which amount is equal to the average of thirty (30) days operating expenses for the trailing six (6) months), any amounts payable pursuant to this Section 7.11 shall be first offset against the amount of such Cash deficit to the extent such deficit was not actually recovered in full pursuant to Section 2.7. During such one year period, Parent shall not take any actions, and shall cause the Centerre Companies not to take any actions, to cause any Joint Venture to make distributions of such Joint Venture’s excess Cash on a schedule other than that which is consistent with past practice of such Joint Venture.
Post-Closing Distributions. The Parties acknowledge that Delek Energy is assigning to the Partnership all of Delek Energy’s right, title and interest in the Subject Interests and that, notwithstanding anything in the Permian Pipeline Holdings Limited Liability Company Agreement or herein to the contrary, the Partnership is entitled to any distributions by or payments from Permian Pipeline Holdings in respect of the Subject Interests made after the Closing Date. Delek Energy covenants and agrees that, should Delek Energy or its Affiliates receive any distribution or payment in respect of the Subject Interests from Permian Pipeline Holdings after the Closing Date, whether pursuant to the terms of the Permian Pipeline Holdings Limited Liability Company Agreement or otherwise, Delek Energy shall promptly remit such amounts to the Partnership.
Post-Closing Distributions. With respect to applicable distributions from Net Cash Flow (as defined in the Limited Partnership Agreement) made by the Partnership to its partners, any amounts from Net Cash Flow otherwise distributable by the Partnership to Seller with respect to the fiscal quarter (or other applicable period prior to Closing for which a distribution to the partners is made) in which the Closing occurs shall be pro-rated between Seller and Buyer based upon the period during such quarter (or other applicable period prior to Closing for which a distribution to the partners is made) that each of Buyer and Seller is treated as the owner of the CHO Partnership Interest, and Seller’s pro-rated amount shall be paid to Seller at the same time as distributions from Net Cash Flow in respect of such quarter (or other applicable period prior to Closing for which a distribution to the partners is made) are made to the partners of the Partnership.
Post-Closing Distributions. (1) Notwithstanding anything in this Agreement to the contrary, with respect to the period between National’s most recent distributions and the Closing, upon completion of the Federal, state and local income tax returns described above, National shall make a priority return distribution under Section 5.2.2 of the National Limited Liability Company Agreement and a tax distribution to each Seller in an amount equal to forty-eight percent (48%) of the taxable income of National reported on the Tax Returns described in Section 8.20(a) and allocated to that Seller (collectively for each Seller, the “Final Pre-Closing Tax Distribution”), in both cases reduced by any prior tax distributions made to the Seller with respect to such income under Section 5.2.1 of the National Limited Liability Company Agreement. If the amount of the Final Pre-Closing Tax Distribution for a Seller shall be less than the aggregate amount actually distributed to such Seller in respect of the taxable year ending on the Closing Date, such Seller shall pay to National the amount of such excess distribution.
(2) Sellers shall, and shall cause National and any of its Subsidiaries (as applicable) to, consent to any distribution necessary to undertake any Schedule 1.2(d) Transaction hereof in connection with the transactions contemplated by this Agreement.
Post-Closing Distributions. Any distributions to be made to the Participating Securityholders after the Closing, including distribution of any remaining balance of the Securityholders’ Representative Reserve or the Escrow Account, shall be released to the Surviving Corporation or the Payment Agent, as applicable, and (i) subject to Section 1.10(e), Parent shall cause the Surviving Corporation to pay (on the regular payment date for the next full payroll period that occurs at least five Business Days after the receipt of the remaining balance of the Securityholders’ Representative Reserve or the Escrow Account from the Securityholders’ Representative or Escrow Agent, as applicable) the cash distribution due to the Participating Securityholders in respect of Employee Options based on each such holder’s Ownership Percentage attributable to such Employee Options and (ii) the Payment Agent shall pay the Participating Securityholders in respect of Company Common Stock or Non-Employee Options based on each such holder’s Ownership Percentage attributable to such Company Common Stock or Non-Employee Options. Prior to any such distribution to the Participating Securityholders, the Securityholders’ Representative shall deliver to Parent and the Payment Agent an updated Closing Payment Schedule (which need not be certified) setting forth the portion of the cash distribution payable to each Participating Securityholder in accordance with this Agreement.
Post-Closing Distributions. (a) During the period ending six (6) years following Closing (the “First Transfer Restriction Period”), the Company shall not, and Buyer shall cause the Company not to, directly or indirectly (including by merger, combination, dissolution, splitting, division, divisive merger, amalgamation or otherwise by operation of law), (A) make any dividend, distribution, payment or other transfer of cash or other assets (including by a loan or other intercompany agreement) to Buyer or any of its current or future Affiliates or (B) assume, guarantee or otherwise become liable or responsible for liabilities or obligations of Buyer or any of its current or future Affiliates (the transactions described in (A) or (B), each, a “Transfer”). During the period commencing immediately after the First Transfer Restriction Period and ending ten (10) years following Closing, the Company shall not, and Buyer shall cause the Company not to, directly or indirectly, undertake or effect any Transfer unless (i) the Company has obtained an actuarial valuation report as to the undiscounted aggregate amount of the Specified Liabilities of the Company from an independent third party actuarial firm with expertise in valuing mass tort product liability claims, that is dated and issued to the Company no more than three (3) months prior to the Transfer; (ii) such Transfer is (1) consummated in accordance with applicable Laws in force and effect from time to time under which the Company is subject and (2) would not be reasonably expected to be or give rise to an avoidable transfer, fraudulent transfer, or fraudulent conveyance (as such terms are defined under applicable Laws in force and effect from time to time under which the Company is subject); (iii) any loan or other lending arrangement under which a Transfer is effected (which, for the avoidance of doubt, shall be subject to the other provisions of this Section 4.2) shall only be made by the Company to a creditworthy Affiliate of Buyer at such time with a maturity or duration of less than twelve (12) months after providing the Seller with the latest audited financial statements and an up-to-date balance sheet of such Affiliate of Buyer; (iv) prior to such Transfer, the Company shall have provided to Seller (or a member of the Seller Group designated by Seller) a solvency opinion from a nationally recognized valuation firm or investment bank regarding the Transfer, which opinion concludes that the Company is Solvent immediately prior to the...
Post-Closing Distributions. (a) As soon as practicable after the Closing Date, the Parties will determine the value of the inventory as of the Closing Date based on a physical inventory priced at cost. On or before September 29, 2003, Buyer shall deposit in Escrow an amount (provided it is a positive amount) equal to the difference of (i) the value of the inventory as of the Closing, determined as described above, over (ii) sixty-five percent (65%) of the value of the inventory as of August 10, 2003. The additional amount (provided it is a positive amount) determined pursuant to this Section 3.5(a) promptly will be distributed to Seller by Escrow Holder. If the amount determined pursuant to this Section 3.5(a) is a negative amount, then Seller shall pay same to Buyer.
(b) As soon as practicable after the Closing Date, the Parties will determine the value of the packing/shipping inventory and supplies described in Section 1.1(a) as of the Closing Date on the basis of Seller's cost. On or before September 29, 2003, Buyer shall deposit in Escrow an amount (provided it is a positive amount) equal to the difference of (i) the value of the packing/shipping inventory and supplies as of the Closing, determined as described above, over (ii) Eighteen Thousand One Hundred Forty Eight Dollars ($18,148). The additional amount (provided it is a positive amount) determined pursuant to this Section 3.5(b) promptly will be distributed to Seller by Escrow Holder. If the amount determined pursuant to this Section 3.5(b) is a negative amount, then Seller shall pay same to Buyer.
(c) As soon as practicable after the Closing Date, the Parties will determine the value of the accounts receivable as of the Closing Date on a basis consistent with that utilized in determining accounts receivable amounts for Schedule 1.1(d). Provided that contrary instructions are not received from the customer, Buyer agrees that all collections will be applied to the oldest invoices first in all instances. On or before September 29, 2003, Buyer shall deposit in Escrow an amount (provided it is a positive amount) equal to the difference of (x) ninety-five percent (95%) of the value of the accounts receivable as of the Closing, determined as described above, over (y) seventy-five percent (75%) of the value of the accounts receivable as of August 10, 2003. The additional amount determined pursuant to this Section 3.5(c) promptly will be distributed to Seller by Escrow Holder. If the amount determined pursuant to this Section 3.5(...
Post-Closing Distributions. Buyer shall not permit the DTI Companies set forth on Schedule 6.6(e) to make any actual or deemed distributions (including any deemed distributions under Section 956 of the Code) of cash or assets in the taxable year that includes the Closing Date without the prior written consent of DuPont and, in the case of any other entities set forth on Schedule 6.6(e), Buyer shall not propose or support any distribution of cash or assets in the taxable year that includes the Closing Date without the prior written consent of DuPont. Nothing in the foregoing sentence shall prohibit Buyer or its Affiliates from liquidating any DTI Company or Joint Venture for Tax purposes.
