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. 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. 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. (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.
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. (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) Any distributions to be made to the Participating Securityholders after the Closing, including distribution of any remaining balance in the Adjustment Escrow and the Securityholders’ Representative Reserve shall be released to the Surviving Corporation or the Payment Agent, as applicable, and (i) Parent shall cause the Surviving Corporation to pay (within one payroll period after the applicable payment due date or the date of the Securityholders’ Representative’s request to Parent or the Surviving Corporation for payment) the cash distribution due to the Participating Securityholders in respect of Employee Options or Employee RSUs based on each such holder’s Ownership Percentage attributable to such Employee Options or Employee RSUs, in accordance with Section 5.6(d)(ii) (Tax Matters) and (ii) the Payment Agent shall pay the Participating Securityholders in respect of Company Capital Stock, Company Warrants, Non-Employee Options or Non-Employee RSUs based on each such holder’s Ownership Percentage attributable to such Company Capital Stock, Company Warrants, Non-Employee Options or Non-Employee RSUs. 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
Post-Closing Distributions. If Seller receives distributions with respect to a Right purchased by Buyer at a Closing after the Closing Date with respect to such Right, Seller will promptly notify Buyer in writing of Seller’s receipt of such distributions (together with any related correspondence) and will promptly, but in any event within five (5) business days, pay the appropriate portion of such distributions over to Buyer in the currency received by Seller, or, in the case of securities (to the extent permissible by law and relevant documentation), endorse or cause such securities to be registered in Buyer’s name or such name as Buyer may direct in writing and deliver to Buyer or such person as Buyer may direct such securities within ten (10) business days after receipt of any such distribution. Until distributions are delivered to Buyer pursuant to this Section 12, Seller shall hold the same in trust for Buyer.
Post-Closing Distributions. (i) At or before the Closing, the Company shall declare a distribution (the "2004 S Period Distribution") to its shareholders of record on the day immediately prior to the Closing Date in an amount equal to the Distributable S Period Taxable Income, payable subject to the satisfaction of the conditions set forth in Section 4(f)(ii) below. For purposes of this Section 4(f), 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.
