Pre-Closing Cash Distribution. Prior to the Closing Date, the Manager shall declare and distribute to the Contributor, by wire transfer of immediately available funds, the Pre-Closing Cash (such distribution, the “Pre-Closing Cash Distribution”).
Pre-Closing Cash Distribution. Immediately prior to the Closing, ----------------------------- Tesoro Petroleum Corporation shall cause Exploration to pay it an amount equal to the arithmetic mean of Seller's and Buyer's good faith estimates of the consolidated cash and cash equivalents (other than amounts in suspense accounts) of Exploration as of the Closing Date. Immediately prior to the Closing, Tesoro Gas Resources Company, Inc. shall cause Reserves to pay to it an amount equal to the arithmetic mean of Seller's and Buyer's good faith estimates of the consolidated cash and cash equivalents (other than amounts in suspense accounts) of Reserves as of the Closing Date.
Pre-Closing Cash Distribution. Immediately prior to the Closing, ----------------------------- Tesoro Gas Resources Company, Inc. shall cause Grande to pay to it an amount equal to the arithmetic mean of Seller's and Buyer's good faith estimates of the consolidated cash and cash equivalents (other than amounts in suspense accounts) of Grande as of the Closing Date.
Pre-Closing Cash Distribution. Seller and Bxxxx acknowledge and agree that prior to Closing, Seller will have caused the Company to distribute all of its cash held by the Company as of immediately prior to the Closing to Seller. Seller agrees to maintain at least $250,000 in accounts at its primary bank for a period of at least nine (9) months following Closing and will designate such cash as “restricted cash” in its financial statements that are publicly filed with the SEC.
Pre-Closing Cash Distribution. Prior to the Closing Date, Manager Sub shall declare and distribute to the Contributors, in proportion to each Contributor’s Equity Interest in Manager Sub by wire transfer of immediately available funds, the Pre-Closing Cash (such distribution, the “Pre-Closing Cash Distribution”).
Pre-Closing Cash Distribution. The Company Group Members shall not have distributed any cash other than as set forth on Schedule 7.16.
Pre-Closing Cash Distribution. The Parties acknowledge and agree that they intend to distribute, prior to the Closing in accordance with the Transaction Structure, the cash (other than Pxxxx Cash) from each of the Operators after a provision for or payment of or other appropriate arrangements for the payment of all applicable transaction costs of the Operators under or in connection with the transactions contemplated by the Transaction Structure.
Pre-Closing Cash Distribution. Immediately prior to the Closing, ----------------------------- Tesoro Gas Resources Company, Inc. shall cause Southeast to pay to it an amount equal to the arithmetic mean of Seller's and Buyer's good faith estimates of the consolidated cash and cash equivalents (other than amounts in suspense accounts) of Southeast as of the Closing Date.
Pre-Closing Cash Distribution. Immediately prior to the Closing, ----------------------------- Tesoro Gas Resources Company, Inc. shall cause Reserves LLC to pay to it an amount equal to the arithmetic mean of Seller's and Buyer's good faith estimates of the consolidated cash and cash equivalents (other than amounts in suspense accounts) of Reserves LLC as of the Closing Date.
Pre-Closing Cash Distribution. The parties acknowledge that at or before the Closing hereunder, the Companies and Subsidiaries will distribute all their available cash to the Sellers, subject to the following. In connection therewith the Management Sellers represent, warrant, covenant and agree as follows:
(a) such distributions were made in accordance with law and all applicable charter, organizational documents and contractual and other obligations of the Companies and Subsidiaries;
(b) at the time of the Closing, no Company or Subsidiary will have any Indebtedness. “Indebtedness” means, with respect to any person, (i) all indebtedness of such person, whether or not contingent, for borrowed money, (ii) all obligations of such person for the deferred purchase price of property or services, (iii) all obligations of such person evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all obligations of such person as lessee under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases (other than any vehicle leases), (vi) all obligations, contingent or otherwise, of such person under acceptance, letter of credit or similar facilities, (vii) all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such person or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (viii) all Indebtedness of others referred to in clauses (i) through (vii) above guaranteed by such person, and (ix) all Indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, security interest, charge, claim, restriction and other encumbrance or defect of title of any nature whatsoever on property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such In...
