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 1.2(B) attached hereto) to the Sole Stockholders or to a third party at the direction of the Sole 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 Sole Stockholders, or due from the Company to its officers, directors or the Sole 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 Sole 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 trade accounts payable incurred in the Ordinary Course of Business ("ACCOUNTS PAYABLE") up to a maximum amount of __________ Dollars ($____), which Liabilities shall be assumed by the Sole Stockholders; and (vi) any cash in excess of (a) the amount necessary to fully cover all checks issued by the Company up to and through the Closing Date and (b) _____ Dollars ($____) for use by the Company as xxxxx cash after the Closing. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Sole Stockholders or shall be reimbursed to Buyer by the Sole 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. Prior to the Closing, Seller may take any actions required to implement the transfers set forth on Exhibit E.
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. 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. (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. The Company and its Subsidiaries shall have completed the Pre-Closing Transfers in accordance with the terms of Section 7.4.
Pre-Closing Transfers. On or prior to the Closing, Leucadia and the Seller shall cause the Company and the Retained Subsidiaries to transfer to one or more entities directly or indirectly wholly owned by Leucadia (other than the Company or the Retained Subsidiaries) (the “Transferee”) all of the right, title and interest of the Company and the Retained Subsidiaries in and to the Excluded Assets. Such transfer shall be on an “as is, where is” basis, and the Company and the Retained Subsidiaries will make no representations or warranties, either express or implied, to the Transferee with respect to the Excluded Assets and the Transferee will have no recourse against the Company and the Retained Subsidiaries with respect to the Excluded Assets or the Excluded Liabilities. In addition, Leucadia and the Seller shall cause the Transferee to assume and to pay, perform, settle and discharge when due all obligations with respect to the Excluded Liabilities. Furthermore, to the extent that any of the Excluded Assets or the Excluded Liabilities require the Company and the Retained Subsidiaries to perform obligations thereunder (including any guarantees), Leucadia and the Seller shall, prior to the Closing, obtain from the other parties thereto the written unconditional release of the Company and the Retained Subsidiaries from all obligations (including any guarantees) and liabilities under such contracts and provide any required notices to any Person or shall otherwise indemnify the Buyer and Level 3 with respect thereto without limitation pursuant to the provisions of Section 9.3(b)(ii) and (iii) hereof. In connection with obtaining the release of the Company and the Retained Subsidiaries from the Company’s Credit Documents, the Company may borrow funds from Leucadia or an Affiliate of Leucadia and, subject to Section 7.15(a), such inter-company loans will be repaid by the Company at or prior to the Closing. For purposes of this Agreement, such transfer of the Excluded Assets and assumption of the Excluded Liabilities and release or indemnification of the Company’s and the Retained Subsidiaries’ obligations thereunder (including any guarantees) are collectively referred to as the “Pre-Closing Transfers.” Notwithstanding the foregoing, prior to transferring the capital stock, membership units or other ownership interests of the Transferred Subsidiaries to the Transferee, Leucadia and the Seller shall cause the Company and the Retained Subsidiaries to transfer to the Company or a Retained S...
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. (a) Prior to the Closing, Seller shall, and shall cause its Affiliates to, take all steps necessary to effect and carry out the transactions described on Schedule III (such transactions, the “Pre-Closing Transfers”). Without limiting Seller’s obligations with respect to Indemnified Taxes, each of the parties understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, obligations, capital stock, employees or otherwise, whether from a Purchased Subsidiary to Seller or one or more of its Affiliates, or from Seller or one or more of its Affiliates to a Purchased Subsidiary, shall be made on an “as is”, “where is” basis, without representation or warranty of any kind and without recourse to the party making such transfer, assignment, sale or other disposition (but shall not, for the avoidance of doubt, limit this Agreement or any other Transaction Document).
