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.
(i) Within four (4) business days (the "Objection Period") after the delivery by MPLP to the Company of the Preliminary Pre-Closing Balance Sheet and Preliminary Excess Cash Balance Schedule for a XxXxxx Partnership and all relevant books and records and any work papers (including those of Xxxxxx Xxxxxxxx LLP, Sellers' accountants) relating to the preparation of such Preliminary Pre-Closing Balance Sheet and such Preliminary Excess Cash Balance Schedule (including unaudited statements of operations and cash flows (prepared in accordance with GAAP applied consistently with past practice), bills, receipts and other written correspondence evidencing any amounts of Transaction Expenses), the Company and its accountants shall complete their review of such Preliminary Pre-Closing Balance Sheet and such Preliminary Excess Cash Balance Schedule. Sellers shall make readily available to the Company, on a timely basis during the Objection Period, all relevant books and records and any work papers (including those of Xxxxxx Xxxxxxxx LLP, Sellers' accountants) relating to the preparation of the Preliminary Pre-Closing Balance Sheets and the Preliminary Excess Cash Balance Schedules (including unaudited statements of operations and cash flows, bills, receipts and other written correspondence evidencing any amounts of Transaction Expenses) and all other items reasonably requested by the Company. In addition, Sellers and the Company shall make their re...
Pre-Closing Distribution. Purchaser acknowledges and agrees that immediately prior to the Closing, the Corporation may distribute to Seller and Malinovitz all cash in the Company’s bank accounts in excess of the amount equaling Net Liquid Working Capital.
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".
Pre-Closing Distribution. The parties acknowledge that prior to Closing, Parent declared a one-time cash distribution to Parent shareholders of record as of immediately prior to the Closing of the Merger. Parent represents and warrants to the Company that such distribution shall not cause Parent to have less than $1.5 million in cash or cash equivalents at Closing after giving effect thereto. The Company and Parent agree that, following the Closing, Parent shall cooperate fully with the paying agent to fulfill Parent’s obligation to pay such distribution.
Pre-Closing Distribution. HealthSpring and Buyer acknowledge that, prior to the Closing, the Board of Directors of the Company intends to declare and pay a cash dividend to the Sellers (the “Distribution”). HealthSpring, Buyer, the Company and Sellers hereby consent to the payment of the Distribution prior to Closing, provided that (i) the payment and the amount of the Distribution are approved by the Florida Office of Insurance Regulation, (ii) after giving effect to the Distribution and the payment of any Indebtedness or other expenses of the Company prior to the Closing, the representations and warranties of the Sellers and the Company contained in Section 5.7(i) of this Agreement remain true and correct, and (iii) the Company and Sellers give HealthSpring and Buyer at least five (5) business days written notice of the payment date and the amount of the Distribution. Within nine (9) months following the Effective Date, Buyer shall cause the Company to prepare and deliver to Sellers a reconciliation, after giving effect to the Distribution, of (i) the Company’s Statutory Net Worth as of the Effective Date to (ii) the product of (a) .02 and (b) the product of (1) the Company’s aggregate premiums received from CMS for the three month period immediately prior to the Effective Date (excluding any payments received in respect of adjustments relating to periods other than such three month period) and (2) four (the number derived from the calculation contained in this subsection (ii) is referred to herein as the “Statutory Amount”). In the event the Company’s Statutory Net Worth as of the Effective Date exceeds the Statutory Amount, Buyer shall pay the difference to Sellers in cash or by wire transfer of immediately available funds on or before the first anniversary of the Effective Date. In the event of any dispute between the Parties relating to the determination of the Company’s Statutory Net Worth or the Statutory Amount as of the Effective Date, the Parties shall negotiate in good faith in an attempt to reach an agreement with respect to such dispute. If the Parties cannot reach an agreement within 15 days after a Party provides written notice to the other Party of such dispute, the Parties shall submit the dispute to the Actuary for conclusive and binding resolution as promptly as practicable, but in no event later than 15 days following the Parties’ submission. Each Party hereby agrees to cooperate reasonably and in good faith with the Actuary and the other Parties (including pro...
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 Date, the Partnership shall pay the Pre-Closing Distribution to Seller by wire transfer of immediately available funds to an account designated by Seller in writing.
Pre-Closing Distribution. The Pre-Closing Distribution shall have been paid to Seller by the Partnership.
Pre-Closing Distribution. Immediately preceding Closing, the Company will make a distribution on its equity (after giving effect to the options to be exercised as contemplated in this Agreement) in the amount equal to the Estimated Cash/Tax Differential, if a positive number.
