Pre-Closing Contribution Sample Clauses

Pre-Closing Contribution. Prior to the Closing, Seller shall contribute to the Company all of the Program Assets, free and clear of all Liens (other than Permitted Liens), but shall retain all Liabilities attributable to the Program Assets or the ownership thereof prior to the Closing (the “Pre-Closing Contribution”) pursuant to a contribution agreement in the form attached hereto as Exhibit B (the “Contribution Agreement”). To the extent that any other Contracts or other instruments are required in connection with the Pre-Closing Contribution, Seller shall provide Buyer with copies thereof at least three Business Days prior to execution, and Seller and its Affiliates shall not enter into any Contract or execute any other instrument without the consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Seller shall deliver, or cause to be delivered, to Buyer at or prior to Closing reasonably satisfactory evidence that the Pre-Closing Contribution has been completed, including a duly executed copy of the Contribution Agreement. Seller and Company shall populate Schedule 2.1(e) (Transferred Contracts) and Schedule 2.2(h) (Excluded Assets) of the Contribution Agreement prior to the Closing to include the items corresponding to the respective descriptions therein, it being understood that no Contract shall be scheduled as a “Transferred Contract” without the consent of Buyer and no Program Asset shall be scheduled as an “Excluded Asset” without the consent of Buyer.

Pre-Closing Contribution. The Pre-Closing Contribution shall have been completed in a manner reasonably satisfactory to Buyer.

Pre-Closing Contribution. If, but only if, the Estimated Working Capital Statement shows that estimated Closing Date Working Capital would be less than Target Working Capital, then each Shareholder shall contribute his or its Designated Percentage of the shortfall to the Company not later than the Business Day preceding the Closing Date, with written documentation of such contributions to be provided to Buyer as a condition to Closing; provided, however, that the Shareholders may elect to make such contributions by delivery of promissory notes in such amounts payable to the Company, to be paid at Closing by direct payment of the respective portion of their net Closing proceeds by Buyer to the Company for the Shareholder’s account, pursuant to documentation reasonably acceptable to the Parties.

Pre-Closing Contribution. Prior to the Closing, Seller shall contribute, or shall cause to be contributed, the Healthcare Platform to a qualified Target Company or other qualified entity designated by Buyer, pursuant to an assignment and assumption agreement to be mutually agreed upon by the Parties (the “Assignment and Assumption Agreement” and such contribution, the “Pre-Closing Contribution”); provided that, if Seller does not obtain a consent to the transactions contemplated by this Agreement from the landlord under the Bethesda Lease (the “Bethesda Landlord”) prior to Closing, then the Bethesda Lease shall not be contributed to such Target Company or other qualified entity designated by Buyer until such consent is obtained. If the Bethesda Lease is unable to be assigned as a direct result of Seller’s inability to obtain a consent to the transactions contemplated by this Agreement from the Bethesda Landlord, then Seller will cooperate in any reasonable arrangement designed to provide Buyer with the benefits of and obligations under the Bethesda Lease and will enforce at Buyer’s request any rights of the applicable member of the Parent Group arising from the Bethesda Lease. For such time from and after the Closing as the applicable member of the Parent Group holds the Bethesda Lease and provides Buyer or any Target Company any claims, rights and benefits of the Bethesda Lease in accordance with this Section 2.2, Buyer shall indemnify and hold the applicable member of the Parent Group harmless from and against any and all obligations and losses incurred or asserted to the extent resulting from such member of the Parent Group’s post-Closing direct or indirect ownership, management or operation of the Bethesda Lease in the Ordinary Course in connection with any arrangement described in this Section 2.2, except to the extent caused by fraud, negligence or willful misconduct of such member of the Parent Group following the Closing. For the avoidance of doubt, Buyer will not be liable for any damages owed under the Bethesda Lease solely to the extent such damages result from a breach of the Bethesda Lease due to Seller’s not having obtained a consent to the transactions contemplated by this Agreement from the Bethesda Landlord.

Pre-Closing Contribution. On the Closing Date and following the Domestication but prior to the Merger, (i) Surviving PubCo shall contribute to HoldCo (A) all of its assets (excluding its interests in HoldCo), including, for the avoidance of doubt, the Available Cash, and (B) a number of newly issued shares of Surviving PubCo Class C Common Stock equal to the number of HoldCo Units designated to be issued hereunder by the Company pursuant to Section 4.02, and (ii) in exchange therefor, HoldCo shall issue to Surviving PubCo a number of HoldCo Units, which shall equal the number of shares of Total Closing Surviving PubCo Class A Common Stock issued and outstanding immediately after the Closing.

Pre-Closing Contribution. As part of the Pre-Closing Contribution, the Seller Members shall cause one hundred percent (100%) of the issued and outstanding Membership Interests to be contributed to Holdco in the Pre-Closing Contribution, including any

Pre-Closing Contribution. To the extent that Seller or any of its Affiliates holds any assets used in or necessary to carry on the conduct of the business of the Company and the Subsidiaries as presently conducted, or any accounts receivable or other rights to payment arising out of the conduct of the business of the Company and the Subsidiaries (other than any actual cash that has been distributed from the Company or any Subsidiary to Seller), prior to the Closing, Seller will, and will cause its Affiliates to, contribute, transfer or otherwise convey such assets to the Company for no consideration.

Pre-Closing Contribution. The Pre-Closing Contribution shall have been completed. (g) Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed.

Pre-Closing Contribution