Common use of Pre-Closing Transactions Clause in Contracts

Pre-Closing Transactions. On or before the Closing Date, the Seller shall cause the following transactions (the “Pre-Closing Transactions”) to be completed: (a) the Partnership and the Partners shall pay to an Affiliate of the Seller (such Affiliate to be designated by the Seller) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off Date; (b) the General Partner shall transfer and convey to an Affiliate of the Seller (such Affiliate to be designated by the Seller) legal and beneficial title to the Water Solutions Shares, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and the Seller shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULC; (c) the Seller shall cause all of the Inter-Company Indebtedness and any outstanding Indebtedness to be extinguished in full; (d) the Seller shall pay in full all Transaction Expenses, including any such expenses identified on the Disclosure Letter; and (e) the Partnership shall transfer the leases relating to the compressors identified in Section 4.07(a) of the Disclosure Letter to an Affiliate of the Seller Guarantor (such Affiliate to be designated by the Seller Guarantor), and after giving effect to such transfer and as of the time of Closing neither the Partners nor the Partnership shall have any liability or obligation relating to such leases or such compressors. From and after the completion of the Pre-Closing Transactions, none of the Partnership, the Partners, the Purchaser or the Parent shall have any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of the Pre-Closing Transactions.

Pre-Closing Transactions. 1. On or before the Closing, the Shareholders shall cause the Company to satisfy its obligations to Messrs. Xxxxxxx and Xxxxxxx for a shareholder loan with an approximate balance of $1,314,000 as of the date hereof. 2. Immediately prior to the Closing the Company shall assign to the Shareholders all accounts receivables relating to obligations of the Company fully performed prior to the Closing Date, the Seller shall cause the following transactions (the “Pre-Closing Transactions”) it being understood that receivables relating to be completed: (a) the Partnership and the Partners shall pay to an Affiliate of the Seller (such Affiliate to be designated by the Seller) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off Date; (b) the General Partner shall transfer and convey to an Affiliate of the Seller (such Affiliate to be designated by the Seller) legal and beneficial title programs broadcast prior to the Water Solutions SharesClosing Date shall be considered to relate to fully performed obligations; provided, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and however, notwithstanding the Seller foregoing, the account debtors with respect to each such account receivable shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect continue to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULC; (c) the Seller shall cause all of the Inter-Company Indebtedness and any outstanding Indebtedness to be extinguished in full; (d) the Seller shall pay in full all Transaction Expenses, including any such expenses identified on the Disclosure Letter; and (e) the Partnership shall transfer the leases relating send payments to the compressors identified in Section 4.07(a) of the Disclosure Letter to an Affiliate of the Seller Guarantor Company (such Affiliate to be designated by the Seller Guarantoror its successor), and Premiere shall on a monthly basis cause amounts received with respect to such receivables to be forwarded to the Shareholders, by deposit into the Shareholders Account, together with an accounting therefor; PROVIDED, HOWEVER, that at any time after any such account receivable shall become more than 30 days past due, the Shareholders may take such steps as they deem appropriate in their reasonable discretion to collect such account receivable; 3. Immediately prior to the Closing the Company may declare and pay a dividend, or distribute to its Shareholders, an aggregate amount not to exceed cash on hand on the Closing; PROVIDED, HOWEVER, that after giving effect to any such transfer and dividend or distribution the Company shall in all events maintain cash on hand at least equal to the amount of the MediaAmerica Advance outstanding as of the time Closing. 4. All taxes payable by any Shareholder as a result of Closing neither any of the Partners nor transactions described in (a) through (d) above or Section 3.24 shall be for the Partnership sole account of such Shareholder; PROVIDED, HOWEVER, anything to the contrary appearing in this Section 11.1 notwithstanding, the Shareholders shall have jointly and severally indemnify and hold harmless the Company and Premiere from and against any liability or obligation relating to pay any such leases or such compressors. From and after the completion of the Pre-Closing Transactions, none of the Partnership, the Partners, the Purchaser or the Parent shall have any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of the Pre-Closing Transactionstax.

Pre-Closing Transactions. On or before Immediately prior to the Closing DateFirst Merger Effective Time, the Seller shall cause have consummated and Seller shall have caused its Affiliates and Related Parties to have consummated the following transactions (collectively, the “Pre-Closing Transactions”) to be completed:): (a) Terminate the Partnership License Agreement, dated January 1, 2009, as amended, between the Company and the Partners shall pay to an Affiliate of the Seller (such Affiliate to be designated by the Seller) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off DateKU Online Services Inc.; (b) Terminate the General Partner shall transfer Master Development Services Agreement, dated January 1, 2009, between the Company and convey to an Affiliate of the Seller (such Affiliate to be designated by the Seller) legal and beneficial title to the Water Solutions Shares, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and the Seller shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULCKU Online Services Inc.; (c) Terminate the Seller shall cause all of Shared Services Agreement, dated April 28, 2007, between the Inter-Company Indebtedness and any outstanding Indebtedness to be extinguished in fullKnowledge Learning Corporation; (d) Terminate the Master Information Technology Outsourcing Services Agreement, dated as of April 28, 2007, as amended, between the Company and Knowledge Universe Pte. Ltd.; (e) Enter into the Joint Litigation Agreement, dated as of the date hereof, between Seller and the Company; (f) Enter into the Assignment and Assumption Agreement, dated as of the date hereof, between the Company and Seller; (g) Enter into an Intellectual Property Assignment in the form attached hereto as Exhibit I (the “IP Assignment”), executed by Seller, and any Related Party IP Holder party thereto; (h) Enter into a Xxxx of Sale in the form attached hereto as Exhibit J (the “Xxxx of Sale”), executed by Knowledge Learning Corporation and the Company, whereby Knowledge Learning Corporation shall pay assign the assets listed on Schedule 6.02(h) to the Company; (i) Assign all their right, title and interest in full and to the KUOS Curricula (including all Transaction Expensescopyrights therein and all right, including any such expenses identified on title and interest in and to the Disclosure Lettercurricula listed in Schedule A to the IP Assignment) to the Company; and (ej) Transfer the Partnership shall employment of each Business Employee to the Company (the “Employee Transfer”) and not transfer the leases relating employment of any other person to the compressors identified in Section 4.07(a) Company, and Seller has or has caused Employer to have transferred to the Company all associated employment records of the Disclosure Letter Business Employees and all rights of Employer or any if its Affiliates as an employer of such Business Employee, including with respect to an Affiliate of any rights regarding work done related to the Company, subject to any limitations imposed by any applicable Legal Requirements. Seller Guarantor (such Affiliate to be designated by the Seller Guarantor), and after giving effect to such transfer and as of the time of Closing neither the Partners nor the Partnership shall have any liability or obligation relating to such leases or such compressors. From and ensure after the completion of the Pre-Closing Transactionsthat its Affiliates shall take all further action, none of the Partnershipif any, the Partners, the Purchaser or the Parent shall have necessary to effect any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of the Pre-Closing Transactions.

Pre-Closing Transactions. On or before Prior to the Closing Date, the Seller shall Purchaser may request that the Company or its Subsidiaries establish one or more subsidiary corporations and/or one or more partnerships or limited partnerships between the Company and such subsidiary corporation(s) and transfer all or any portion of the Oil and Gas Assets, on a taxable or tax-deferred basis, to such subsidiary corporations or partnerships. The Sellers agree, at the Purchaser’s expense, to comply with such request and cause the following Company or its Subsidiaries to undertake such transactions, including the execution of the necessary agreements and tax elections, provided that the Sellers, acting reasonably, do not believe that such transactions will adversely effect the Company or the Sellers: (the “Pre-Closing Transactions”) to be completed: (ai) the Partnership Purchaser bears all the costs of completing such transactions, (ii) the Sellers and its counsel, acting reasonably, are of the view that such transactions do not violate any statutory, contractual or equitable obligation of the Company or its Subsidiaries, (iii) the Purchaser agrees to fully indemnify the Sellers (in any event) and the Partners shall pay to an Affiliate of Company or its Subsidiaries (in the Seller event that Closing does not occur) for all losses (such Affiliate to be designated by the Sellerincluding for certainty, any Taxes) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off Date; (b) the General Partner shall transfer and convey to an Affiliate of the Seller (such Affiliate to be designated by the Seller) legal and beneficial title to the Water Solutions Shares, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and the Seller shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULC; (c) the Seller shall cause all of the Inter-Company Indebtedness and any outstanding Indebtedness to be extinguished in full; (d) the Seller shall pay in full all Transaction Expenses, including any such expenses identified on the Disclosure Letter; and (e) the Partnership shall transfer the leases relating to the compressors identified in Section 4.07(a) of the Disclosure Letter to an Affiliate of the Seller Guarantor (such Affiliate to be designated by the Seller Guarantor), and after giving effect to such transfer and as of the time of Closing neither the Partners nor the Partnership shall have any liability or obligation relating to such leases or such compressors. From and after the completion of the Pre-Closing Transactions, none of the Partnership, the Partners, the Purchaser or the Parent shall have any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of such transactions, (iv) the PrePurchaser gives the Sellers a written description of any proposed transactions at least fifteen (15) days prior to the Closing Date, (v) the Purchaser agrees to forego the indemnity of the Sellers for all losses (including for certainty any Taxes) in respect of such transactions, (vi) the Purchaser and its counsel prepare all agreements, conveyances, resolutions and similar documents necessary to undertake such transactions, and (vii) the Purchaser prepares and files all necessary tax elections required to complete such transactions on a tax-Closing Transactionsdeferred basis. For greater certainty, this Section 5.11 does not apply to the transactions related to the corporate reorganization that took place on September 17, 2004 as disclosed to Purchaser in a draft memorandum dated September 13, 2004.

Pre-Closing Transactions. On or before prior to the Closing DateClosing, the Seller shall cause the following transactions to be consummated (collectively, the “Pre-Closing Transactions”) to be completed:): (a) All indebtedness or other payment obligations owed by (or to) any Transferred Company to (or from) Seller or one of its Affiliates (other than another Transferred Company) (the Partnership and the Partners shall pay to an Affiliate of the Seller (such Affiliate to be designated by the Seller“Inter-Company Balances”) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off DateJune 30, 2007, shall be satisfied in full by a cash payment and/or a contribution to capital; (b) Except to the General Partner extent provided for in the Transition Services Agreement, all oral and written contractual arrangements between each Transferred Company and Seller or any of its Affiliates (other than another Transferred Company), including without limitation the contracts listed on Schedule 2.1(b) (the “Affiliate Agreements”), shall transfer be terminated and convey to an Affiliate each of the Seller (such Affiliate to parties thereto shall be designated by the Seller) legal and beneficial title to the Water Solutions Shares, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and the Seller shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULCfully released from their obligations thereunder; (c) The Company has entered into the Seller shall cause all AMVEST Osage, Inc. Severance Plan (the “Osage Plan”), a copy of the Inter-Company Indebtedness and any outstanding Indebtedness which has been made available to be extinguished in fullCEPCB; (d) The Company shall take all actions and execute all documents necessary to provide that the Seller Company Employees will no longer participate in the AMVEST Corporation Profit Sharing and 401(k) Plan, the AMVEST Corporation Retiree Medical Savings Plan, and the AMVEST Minerals Company 401(k) Retirement Plan; (e) The Company shall pay take all actions and execute all documents necessary to provide that the Company Employees will not participate in full all Transaction Expensesthe AMVEST Corporation Health and Dental Care Plan, including any such expenses identified on AMVEST Corporation Long-Term Disability Plan and AMVEST Corporation Cafeteria Plan (collectively, the Disclosure Letter“AMVEST Welfare Plans”) after the Closing Date; and (ef) Seller shall cause the Partnership shall transfer the leases relating contracts and assets listed on Schedule 2.1(f) to be transferred from Seller or one of its Affiliates to the compressors identified in Section 4.07(a) of the Disclosure Letter to an Affiliate of the Seller Guarantor (such Affiliate to be designated by the Seller Guarantor), and after giving effect to such transfer and as of the time of Closing neither the Partners nor the Partnership shall have any liability or obligation relating to such leases or such compressors. From and after the completion of the Pre-Closing Transactions, none of the Partnership, the Partners, the Purchaser or the Parent shall have any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of the Pre-Closing TransactionsCompany.