Pre-Closing Distributions. On or prior to the Closing Date, each Existing Entity may assign and transfer all of its right, title and interest in and to its cash and other current assets in excess of its liabilities (excluding amounts on deposit with lenders for escrow accounts, prepaid rent, prepaid management fees or other prepaid income streams, prepaid expense reimbursements, accrued employee benefits, future lease obligations, security deposits and amounts otherwise reserved) to the Contributing Members (and/or any other Person (as hereinafter defined) designated by a Contributing Member) in the ordinary course of business consistent with past practice and in accordance with the provisions of the applicable organizational document of each such applicable Existing Entity (such assets being referred to as the “Excluded Assets”); provided, however, that other than the distributions by the Existing Entities contemplated by the Consolidation Transactions, the Existing Entities have not since December 31, 2010 taken, and shall not take, any action not in the ordinary course of business consistent with past practice to increase current assets or reduce current liabilities, including by increasing long-term liabilities, decreasing long-term assets, changing reserves or otherwise. The OP agrees and acknowledges that none of the Excluded Assets, nor any right, title or interest of the Existing Entities or the Contributing Members therein, shall be deemed to constitute a part of any Existing Entity’s assets and liabilities, and that such assets and liabilities will not be owned or retained by any Existing Entity at the Closing Date. The OP agrees and acknowledges that the Existing Entities may transfer or distribute the Excluded Assets at any time and from time to time prior to the Closing Date in the ordinary course of business consistent with past practice, and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other documents contemplated hereby.
Pre-Closing Distributions. At any time and from time to time prior to the Closing, including on the Closing Date, Seller may cause any member of the NOARK Group to distribute all or any portion of the cash and cash equivalents held by any member of the NOARK Group to Seller so as to reduce the Working Capital of the NOARK Group on the Closing Date to the Required Working Capital Balance or as close thereto as is reasonably practicable; provided, however, that Seller may not cause any distribution to the extent it would result in a deviation from the Closing Date Estimate, would result in insufficient cash in the Business to support any outstanding drafts or would be in violation of the covenants set forth in Section 5.1.
Pre-Closing Distributions. Prior to the Closing, the Company may have distributed to the Stockholders the cash and other assets set forth on Schedule 7.08. Any such distributions shall have been authorized by the Board of Directors of the Company prior to the Closing, and the Company and the Stockholders shall have used the respective best efforts to complete such distributions prior to the Closing. Notwithstanding the foregoing, if any such authorized distributions have not been completed prior to the Closing the Surviving Corporation shall use reasonable efforts to complete such authorized distributions after the Closing. The Stockholders' sole recourse against the Surviving Corporation and U.S. Concrete with respect to this Section 7.08 shall be to the assets to be distributed.
Pre-Closing Distributions. Prior to the Closing, WinDoor shall have made the Pre-Closing Distributions.
Pre-Closing Distributions. At any time prior to Closing the Sellers shall have the right to cause, and will cause, the Company and its Subsidiaries to distribute and transfer to the Sellers the assets and properties listed in Section 5(t) of the Disclosure Schedule which will become the assets and properties of the Sellers free and clear of any claims of the Buyer or the Company other than as provided in this Agreement or the Ancillary Agreements.
Pre-Closing Distributions. For the avoidance of doubt, the parties hereby acknowledge and agree that any distributions payable with respect to OMP Common Units with a record date prior to the Closing Date shall not in any way be affected by this Agreement or the transactions contemplated hereunder, and shall be payable to holders of Partnership Interests in accordance with the terms of the Partnership Agreement.
Pre-Closing Distributions. At any time and from time to time prior to Closing, including, without limitation, on the Closing Date, Quicksilver may cause any of the Transferred Companies to distribute all or any portion of cash and cash equivalents held by such Transferred Companies to Quicksilver.
Pre-Closing Distributions. It is understood and agreed that from September 7, 1995, and continuing thereafter, no Company shall be required to contribute funds, directly or indirectly, whether by dividend, loan or otherwise, to Seller or any affiliate of Seller (other than another Company). In the event that the Companies make any such distributions to Seller or any affiliate of Seller, such funds will be reimbursed to the respective Companies at the Closing.
Pre-Closing Distributions. Prior to Closing, the Company shall distribute the assets set forth on Schedule 2.3, which distribution shall not result in any adjustment to the Consideration and shall not be considered in connection with the Cash True-Up or Settlement Statement or for purposes of the representations and warranties of the Transferor Parties in this Agreement.
Pre-Closing Distributions. Prior to the Closing, the Company may have distributed to the Stockholders the cash and other assets set forth on Schedule 7.08. Any such distributions shall have been authorized by the Board of Directors of the Company prior to the Closing, and the Company and the Stockholders shall have used their respective best efforts to complete such distributions prior to the Closing. Notwithstanding the foregoing, if any such authorized distributions have not been completed prior to the Closing, the Surviving Corporation shall use reasonable efforts to complete such authorized distributions after the Closing. The Stockholders' sole recourse against the Company with respect to this Section 7.08 shall be to receive the assets to be distributed.
