Pre-Closing Transfers. Notwithstanding anything contained herein to the contrary, prior to the Closing Date in accordance with Sections 6.2 and 6.3 hereof, the Company shall transfer, distribute and/or dispose of all of the following items (listed in detail on Schedule 1.4 attached hereto) to the Stockholders or to a third party at the direction of the Stockholders, all with the effect that the following items shall not be owned by the Company, nor assumed by Buyer, at the Closing Date: (i) any notes or accounts receivable due to the Company from its officers, directors or the Stockholders, or due from the Company to its officers, directors or the Stockholders; (ii) any real property owned by the Company (and any fixtures located thereon) and any mortgages, deeds of trust or other indebtedness on or relating to such real property for which the Company is liable in any manner whatsoever; (iii) any automobiles or vehicles leased or owned by the Company that are used for personal purposes by the Stockholders or any employee of the Company, and any leases or indebtedness on or relating to such automobiles or vehicles for which the Company are liable in any manner whatsoever; (iv) all life insurance policies owned by the Company or paid for by the Company; (v) all of the Company's Liabilities reflected on the Balance Sheet and any other Liabilities, other than those Liabilities consisting of Accounts Payable up to a maximum amount of One Million Dollars ($1,000,000) and as otherwise set forth on Schedule 3.8, which Liabilities shall be assumed by the Warranting Stockholders; and (vi) any cash in excess of (a) the amount necessary to fully cover all checks issued by the Company up to and through the Closing Date and (b) Two Hundred Fifty Dollars ($250.00) for use by the Company as pettx xxxh after the Closing. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Stockholders or shall be reimbursed to Buyer by the Stockholders. Furthermore, prior to the Closing Date, the Company shall fully pay all outstanding pension plan and profit sharing contributions due from the Company, and the Company shall terminate all such plans on or prior to the Closing Date.
Pre-Closing Transfers. (a) Following the date hereof, Contributor shall use commercially reasonable efforts to cause the Pre-Closing Transfers to occur on or prior to the Closing pursuant to the Assignment and Assumption Agreement in the form attached hereto as Exhibit B.
(b) Following the date hereof, Contributor shall cause the Administrative Services Agreement to be amended to remove the Midstream Entities as members of the “Partnership Group” (as defined in the Administrative Services Agreement) as of the Closing.
(c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, novate or transfer any asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, novation or transfer thereof, without the consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Midstream Entities, the Acquirer Parties or Contributor (as applicable) thereto or thereunder. Contributor will prior to or after the Closing, use its commercially reasonable efforts to obtain any consent necessary for the assignment, novation or transfer of any such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom to an Acquirer Party. If prior to the Closing Date any such consent has not been obtained, or if an attempted assignment, novation or transfer thereof would be ineffective or would adversely affect the rights of the Midstream Entities or the Acquirer Parties so that the Midstream Entities or the Acquirer Parties would not in fact receive all such rights, Contributor and Acquirer will cooperate in a mutually agreeable arrangement for a period not to exceed one year under which Acquirer would obtain the benefits and assume the obligations and bear the economic burdens associated with, such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Acquirer, or under which Contributor would enforce for the benefit of Acquirer any and all of their rights against a third party associated with such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, “Third Party Rights”), and Contributor would promptly pay to Acquirer when received all monies received by them under any such Third P...
Pre-Closing Transfers. (a) Prior to the Closing, the Company shall take all necessary action to transfer to STT Properties, LLC, a Delaware limited liability company (the “LLC”), (i) all equity interests held by the Company in Corona and acquired pursuant to the Corona Stock Purchase Agreement, (ii) cash in the amount of $850,000, provided that such amount does not cause Working Capital to be less than the Target Working Capital, and (iii) the real property ownership rights the Company or its Subsidiaries have in the following premises located in Wxxxxxxx Xxxxxxx, Xxxxxxxxxx: (x) 31186 La Baya Drive, (y) 30000 Xx Xxxx Xxxxx and (z) 30000 Xx Xxxx Xxxxx (collectively, the “LLC Assets”), in each case on and subject to the following terms:
(A) the LLC Assets shall be transferred on an “as is, where is” basis and in accordance with the other terms set forth in Section 5.15(a) of the Company Letter (including that the LLC shall assume, discharge in accordance with their terms, and indemnify the Company against, all obligations of the Company and its Subsidiaries with respect to the LLC Assets) and on such other terms as Parent approves in writing, such approval not to be unreasonably withheld;
(B) prior to transferring the LLC Assets, the Company shall cause the LLC to enter with Txxxxxxxx into the Leases, each effective no later than the date of payment of the dividend contemplated by Section 5.15(b), in the forms attached hereto as Exhibits G-1 and G-2 (the “Leases”);
(C) neither the Company nor any of its Subsidiaries shall have any rights to or any liabilities (actual or contingent) related to the LLC Assets or the transfer thereof following the Effective Time, except as set forth in the Lease; and
(D) Corona shall execute a release, effective as of the Effective Time, releasing the Company and its Subsidiaries from any obligations to Corona, in form and substance reasonably acceptable to Parent, or, in the absence thereof, the LLC shall agree in writing, in form and substance reasonably acceptable to Parent, to retain and not distribute to its members at least $850,000 in cash until such time as all obligations of the Company and its Subsidiaries to Corona pursuant to Article II of the Corona Stock Purchase Agreement with respect to the Third Closing not so released shall have been extinguished.
(b) Subject to and only following completion of all transfers and actions (including, without limitation, obtaining the release or writing contemplated by clause (D) of Section 5.15(a)) c...
Pre-Closing Transfers. Prior to Closing and except for Transfers to Permitted Transferees or as provided in Section 3.2, no Investor will Transfer any interest in Holdco or its respective Investor Luxco.
Pre-Closing Transfers. Seller did not transfer any assets to the Company for the purpose of defrauding any creditor of Seller or any of its Affiliates, nor to the Knowledge of Seller, did the Pre-Closing Transfers constitute a fraudulent conveyance under any Law or give rise to any bona fide claim in any material respect against Seller or any of its Affiliates. Seller has provided Buyer with correct and complete copy of the Contribution Agreement, including each of the schedules to such agreement, related to the Pre-Closing Transfers.
Pre-Closing Transfers. The Company and its Subsidiaries shall have completed the Pre-Closing Transfers in accordance with the terms of Section 7.4.
Pre-Closing Transfers. Prior to the Closing, Seller may take any actions required to implement the transfers set forth on Exhibit E.
Pre-Closing Transfers. (a) To the extent not transferred at or prior to the Closing, as soon as possible after the Closing, Sellers shall, and shall cause their Affiliates to, as the case may be, transfer (and record where applicable such transfers) all of Sellers’ or its Affiliates’ right, title and interest in and to such Non-Transferred Assets, including, without limitation, the assets set forth on Schedule 5.11(a) hereof, to a Conveyed Entity or other Person (as directed by Purchaser), for no additional consideration and free and clear of all Liens (other than Permitted Liens and Liens arising under the Secured Promissory Note, the Short Term Note and the Revolving Credit Agreement), and provide Purchaser with evidence of such transfers and recording.
(b) To the extent not conveyed and transferred on or prior to the Closing Date, except as otherwise provided in this Agreement, as soon as possible after the Closing, Sellers shall, and shall cause their Affiliates to, as the case may be, convey and transfer (and record where applicable such transfers), in a form reasonably acceptable to Purchaser, to the relevant Conveyed Entity or other Person (as directed by Purchaser), each and every item of Intellectual Property that is Conveyed Intellectual Property, for no additional consideration and free and clear of all Liens (other than Permitted Liens and Liens arising under the Secured Promissory Note, the Short Term Note and the Revolving Credit Agreement), such that the representation and warranty in Section 3.14(a) is true and correct. All such transfers with respect to Registered Intellectual Property shall be pursuant to an assignment recorded in the PTO and with any other relevant authority anywhere in the world in a form reasonably acceptable to Purchaser.
Pre-Closing Transfers. At or prior to the Closing, the Seller (a) shall cause the applicable Company or Company Subsidiary to assign, transfer, convey and deliver all right, title and interest in and to the assets and liabilities set forth in Section 5.08(a) of the Disclosure Schedule to an Affiliate of the Seller (other than either Company or any Company Subsidiary), (b) shall transfer to the payroll of either Company or a Company Subsidiary each Business Employee that is not currently a Company Employee, which employees are set forth in Section 5.08(b) of the Disclosure Schedule, (c) shall transfer or shall cause the applicable Affiliate to transfer from the payroll of either Company or any Company Subsidiary each Company Employee that is not currently a Business Employee, which employees are set forth in Section 5.08(c) of the Disclosure Schedule, (d) shall, or shall cause the applicable Affiliate to, assign, transfer, convey and deliver all right, title and interest in and to the assets and liabilities set forth in Section 5.08(d) of the Disclosure Schedule to QSP or QSP Canada, as applicable, free and clear of all Encumbrances, and (e) shall cause EFR to redeem or repurchase all outstanding preference shares of EFR (the parties agreeing to act in good faith such that the redemption or repurchase transactions are carried out in a manner reasonably acceptable to each of the parties), each in a manner and pursuant to documentation reasonably satisfactory to the Purchasers (collectively, the “Pre-Closing Transfers”).
Pre-Closing Transfers. The Pre-Closing Transfers contemplated by Section 5.08 shall have occurred in accordance with the terms thereof;
