Pre-Closing Distribution. To the extent that (i) the Estimated Closing Regulatory Capital exceeds the Target Regulatory Capital or (ii) the Estimated Closing Net Working Capital exceeds the Target Net Working Capital (the lesser of such excesses, if any, the “Excess Capital”), RCAP may cause the Acquired Companies to distribute to the Sellers an amount not in excess of the Excess Capital, provided that with respect to any distribution made by RCS and/or SC Distributors, FINRA does not object or otherwise place any restriction or other burdensome condition on such distribution.
Pre-Closing Distribution. (a) No less than ten (10) business days prior to the estimated Closing Date, MPLP shall cause to be prepared and delivered to the Company an unaudited balance sheet for each XxXxxx Partnership as of the last day (which shall be a date within forty-five (45) days of the estimated Closing Date) of the most recently completed fiscal month for which an unaudited balance sheet for such XxXxxx Partnership is available (each, a "Preliminary Pre-Closing Balance Sheet"). The Preliminary Pre-Closing Balance Sheet for each XxXxxx Partnership shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently with past practice. The Preliminary Pre-Closing Balance Sheet for each XxXxxx Partnership shall be accompanied by a schedule setting forth the Preliminary Excess Cash Balance for such XxXxxx Partnership in the form attached as Annex D hereto (the "Preliminary Excess Cash Balance Schedule"), which shall be prepared in accordance with the methodology and principles set forth on Annex D hereto.
Pre-Closing Distribution. Purchaser acknowledges and agrees that immediately prior to the Closing, the Corporation may distribute to Seller and Babadjov all cash in the Company’s bank accounts in excess of the amount equaling Net Liquid Working Capital.
Pre-Closing Distribution. Subject to the conditions precedent to Closing being satisfied (or waived by the applicable Parties): (a) All known, non-contingent Liabilities of Passport shall be satisfied (or provision made therefor) by Passport immediately prior to Closing. Passport shall prepare an itemization of such known, non-contingent Liabilities that have been satisfied (or provided for) in preparation for the Closing and provide the same to Xxxxx at the Closing. (b) All net assets of Passport shall be distributed to Federated and Xxxxx pursuant to their respective ownership interests in Passport (i.e., Federated: 50.5%; and EDJones: 49.5%) (“Respective Ownership Interests”) immediately prior to the Closing (together with any additional distribution contemplated in Section 3.2(c) below, each a “Pre-Closing Distribution”). Any 14 Exhibit 10.1 Execution Copy amounts payable to Xxxxx shall be paid in immediately available funds to an account designated in writing in advance by Xxxxx. Passport (pre-Closing) shall prepare an itemization of such net assets and the amounts to be distributed to Federated and Xxxxx and provide the same to Xxxxx at the Closing. (c) For 105-calender days post-Closing, the Parties shall, on a monthly basis, address and pay-out, in accordance with Federated’s and Xxxxx’ Respective Ownership Interests, any distributions of additional net assets of Passport that are received or identified post-Closing that relate to periods prior to the Closing. Within fifteen (15) calendar days after each calendar month-end during such 105-calendar day period, Federated shall prepare an itemization of any such additional net assets and any amounts to be distributed to Federated and Xxxxx and provide the same to Xxxxx. Xxxxx may raise questions regarding any itemization (whether delivered under Section 3.2(b) or this Section 3.2(c)) within ten (10) calendar days after Federated delivers the itemization to Xxxxx by providing a written notice to Federated reasonably identifying such questions and the basis therefor. Any such itemization shall become final and binding for all purposes ten (10) calendar days after delivery to Xxxxx, unless Xxxxx raises questions by timely providing the written notice contemplated above. If Xxxxx properly raises questions regarding an itemization, the Parties shall work in good faith to resolve such questions promptly and, upon such questions being resolved, such itemization (as modified as agreed between the Parties) shall become final and bindin...
Pre-Closing Distribution. Prior to the Closing, Holdings shall cause the Pre-Closing Distribution to occur.
Pre-Closing Distribution. Prior to the Closing, Contributors shall be entitled to cause the Companies to transfer, whether by way of dividends, distributions or other lawful means (collectively, the “Distributions”) to the shareholders of the Companies all of the Companies’ cash and cash equivalent balances in excess of $1,950,000.
Pre-Closing Distribution. Pre-Closing Distributions shall have occurred in accordance with Section 2.8 hereof.
Pre-Closing Distribution. Prior to the Closing, each REIT Target Company shall distribute to the holders of its equity interests an amount in cash in an amount equal to its REIT taxable income recognized in the period from January 1, 2022, through the date immediately prior to the Closing Date to enable REIT Target Company to satisfy the distribution requirements under Section 857 of the Code without being subject to income or excise taxes determined as if the taxable year of the REIT Target Company ended immediately prior to the Closing.
Pre-Closing Distribution. In the event that on or prior to the Closing any consents or waivers required to distribute the Peach Distribution Assets have been obtained, the parties shall, immediately prior to the Closing, make the following distributions in lieu of the distribution of Peach Distribution Assets provided for in Section 2.8(d) hereof: (a) Peach Group, Orchard and Peach Inc. shall, and shall cause their Subsidiaries to, distribute all of the Peach Distribution Assets (including the North Channel Debt and the North Channel Entities), directly or indirectly, to Peach Group or, at the option of Peach Group, to a newly formed Subsidiary of Peach Group, which distribution shall be treated, as applicable, as part of the deemed liquidations of Peach Inc. pursuant to the Peach Inc. Conversion and Orchard pursuant to the Orchard Conversion; and (b) JGW shall distribute to the Non-Peach Holders cash in an amount determined in accordance with Section 2.8 hereof. Notwithstanding the foregoing, the distribution of any amounts in respect of any Peach Deficit Amount, JGW Deficit Amount, Peach Excess Amount, JGW Excess Amount or Peach Distribution Assets Excess shall be determined and distributed as provided in Section 2.8.
Pre-Closing Distribution. Immediately prior to the closing the Company shall assign and transfer to the Stockholders and the Stockholders shall accept from the Company all the shares of capital stock held by the Company in United States Mutual Association, Inc. [and all the assets (the "Retained Assets") and liabilities relating to the refund checking and civil recovery databases of the Company, as set forth on schedule 1.2 (the "Excluded Business").] The distribution[s] described in this section 1.2 shall be referred to as the "Pre-Closing Distribution".
