Common use of Pre-Closing Transactions Clause in Contracts

Pre-Closing Transactions. Attached to Schedule 1.2 hereto is a schedule of intercompany obligations of Development, its affiliates, and certain individuals and other entities, as of September 30, 2002 (the "Intercompany Schedule"). Contemporaneously with or prior to the Closing Date, all accounts receivable or payable from or to a Participating Partnership or Entity (as defined in Exhibit D) that will be owned in whole (denoted by "I" on the attached Intercompany Schedule) or in part (denoted by "%"on the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions, on the one hand, to or from a partnership, entity or RFM or his affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on the principles used in and the method of preparation of the Intercompany Schedule as attached hereto (the "Closing Intercompany Schedule"). Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall have no right to acquire, directly or indirectly, any receivable that will result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company within the meaning of Section 402 of the Sarbanes-Oxley Act of 2002, and any such receivable not previously sxxxxxxxx xx xxstributed shall be deemed to have been distributed by the relevant Participating Partnership or Entity to its owners immediately prior to the Closing, or if necessary, shall be forgiven effective as of the Closing. Contributors each acknowledge that no accounts payable, that the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM or any of his affiliates (including the other Contributors).

Pre-Closing Transactions. Attached to Schedule 1.2 hereto is a schedule of intercompany obligations of Development, its affiliates, and certain individuals and other entities, as of September 30, 2002 (the "Intercompany Schedule"). Contemporaneously with or prior Prior to the Closing Date, Seller shall, and shall cause the Company to, take or cause to be taken, all accounts receivable actions required to sell, distribute, transfer, convey and deliver to Seller or payable from or to a Participating Partnership or Entity any Affiliate thereof (as defined in Exhibit Dother than the Company) that will be owned in whole (denoted by "I" on the attached Intercompany Schedule) or in part (denoted by "%"on assets, employees and the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation liabilities of the Formation Transactions, Company set forth on Schedule 6.16-A (the one hand, “Excluded Assets and Liabilities”). Prior to or from a partnership, entity or RFM or his affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on Seller shall, and shall cause its Affiliates to, take or cause to be taken, all actions required to sell, distribute, transfer, convey and deliver to the principles used in Company any and all assets exclusively required for the method of preparation conduct of the Intercompany Business as it is presently being conducted and as it is proposed to be conducted (including those set forth on Schedule 6.16-B, the “Included Assets”). Prior to the Closing Date, Seller shall, and shall cause its Affiliates (including the Company) to, execute, acknowledge, and deliver all conveyances, notices, assumptions and such other instruments (each in form and substance reasonably satisfactory to Buyer), and shall take, or cause to be taken, such further actions as attached hereto may be necessary or appropriate to complete the transactions contemplated by this Section 6.16 (the "“Pre-Closing Intercompany Schedule")Transactions”) prior to the Closing Date and without any ongoing liability or obligation of the Company. For the avoidance of doubt, none of the Excluded Assets and Excluded Liabilities shall be recorded, reflected or otherwise provided for in the Estimated Closing Statement or any amounts contained therein. In the event that any (a) Excluded Assets and Liabilities remain in possession of the Company following the Closing or (b) Included Assets have not been transferred to the Company as of the Closing, each of the parties shall cooperate to as promptly as practicable assign and transfer such Excluded Assets and Liabilities or Included Assets, as applicable, to the appropriate party. In the event that following the Closing, either Party receives mail, packages or other communications properly belonging to the other Party, such receiving Party shall promptly deliver such mail, packages or other communications (or, in the event the same also relates to the business of the receiving Party, copies thereof) to such other Party. The provisions of this Section 6.16 are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit any other Party to accept service of process on its behalf and no Party is or shall be deemed to be the agent of another Party for service of process purposes. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Included Asset, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the Operating Partnership shall have no right to acquireconsent of a third party thereto, directly would constitute a breach or indirectlydefault thereof, any receivable that will would result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of Seller, its Affiliates, Buyer or the Company within thereunder. If such consent (a “Deferred Consent”) is not obtained, then (a) the meaning of Section 402 of the Sarbanes-Oxley Act of 2002, Included Asset to which such Deferred Consent relates (a “Deferred Item” and any such receivable deferred Contract or lease, a “Deferred Contract”) shall not previously sxxxxxxxx xx xxstributed shall be deemed assigned or transferred pursuant to have been distributed by this Agreement without any reduction in the relevant Participating Partnership or Entity to its owners immediately prior to Purchase Price as a result thereof, (b) from and after the Closing, Seller and Buyer will cooperate, in all commercially reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Seller or if necessary, its Affiliates nor Buyer shall be forgiven effective as required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, Seller and Buyer shall cooperate, in all commercially reasonable respects, in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) the Company would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the Closing. Contributors each acknowledge that no accounts payable, that amount of any related Tax costs and any other Liabilities imposed on the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM Seller or any of his affiliates its Affiliates under the Deferred Item) and (including ii) the other Contributors)Company would assume any related economic burden with respect to the Deferred Item that arises after the Closing Date.

Pre-Closing Transactions. Attached to Schedule 1.2 hereto 1.12 is a schedule of intercompany obligations of DevelopmentTDPLP, its affiliatesAffiliates, and certain individuals and other entities, as of September 30, 2002 2004 (the "“Intercompany Schedule"”). Contemporaneously with or prior to the Closing Date, all accounts receivable or payable from or to a Participating Partnership an Intermediary Owner or Entity (as defined in Exhibit D) that will be owned in whole (denoted by "“I" ” on the attached Intercompany Schedule) or in part (denoted by "“%"”on the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions, on the one hand, to or from a partnership, entity or RFM Xxxxxx or his affiliates Affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" “0” on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on the principles used in and the method of preparation of the Intercompany Schedule as attached hereto (the "“Closing Intercompany Schedule"”). Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall have no right to acquire, directly or indirectly, any receivable that will result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company within the meaning of Section 402 of the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, and any such receivable not previously sxxxxxxxx xx xxstributed satisfied or distributed shall be deemed to have been distributed by the relevant Participating Partnership or Entity Intermediary Owner to its owners immediately prior to the Closing, or if necessary, shall be forgiven effective as of the Closing. Contributors each acknowledge that no accounts payable, that the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM Xxxxxx or any of his affiliates Affiliates (including the other Contributors).

Pre-Closing Transactions. Attached to Schedule 1.2 hereto 1.12 is a schedule of intercompany obligations of DevelopmentTDPLP, its affiliatesAffiliates, and certain individuals and other entities, as of September 30, 2002 2004 (the "“Intercompany Schedule"”). Contemporaneously with or prior to the Closing Date, all accounts receivable or payable from or to a Participating Partnership an Intermediary Owner or Entity (as defined in Exhibit D) that will be owned in whole (denoted by "“I" ” on the attached Intercompany Schedule) or in part (denoted by "“%"” on the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions, on the one hand, to or from a partnership, entity or RFM Xxxxxx or his affiliates Affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" “0” on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on the principles used in and the method of preparation of the Intercompany Schedule as attached hereto (the "“Closing Intercompany Schedule"”). Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall have no right to acquire, directly or indirectly, any receivable that will result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company within the meaning of Section 402 of the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, and any such receivable not previously sxxxxxxxx xx xxstributed satisfied or distributed shall be deemed to have been distributed by the relevant Participating Partnership or Entity Intermediary Owner to its owners immediately prior to the Closing, or if necessary, shall be forgiven effective as of the Closing. Contributors each acknowledge that no accounts payable, that the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM Xxxxxx or any of his affiliates Affiliates (including the other Contributors).