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.
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.
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. Prior to the Closing, Seller may take any actions required to implement the transfers set forth on Exhibit E.
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. (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 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx: (x) 31186 La Baya Drive, (y) 00000 Xx Xxxx Xxxxx and (z) 00000 Xx Xxxx Xxxxx (collectively, the "LLC Assets"), in each case on and subject to the following terms:
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 Sole Stockholder or to a third party at the direction of the Sole Stockholder, 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 Sole Stockholder, or due from the Company to its officers, directors or the Sole Stockholder; (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 Sole Stockholder 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; and (v) all of the Company's Liabilities reflected on the Balance Sheet, except for those expressly included in the calculation of Adjusted Working Capital set forth in Section 2.1(e) hereto. 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. At least one day prior to the Closing, Seller and its Subsidiaries shall effect the Pre-Closing Transfers and this Section 2.02. Seller shall keep Buyer apprised of material developments in respect of the Pre-Closing Transfers, including by responding to Buyer’s reasonable requests for information relating thereto, and providing Buyer with a reasonable opportunity to review and comment on any Contracts or other documents entered into in respect thereof.
