Common use of Pre-Closing Transfers Clause in Contracts

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. 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 Five Hundred Thousand Dollars ($1,000,000500,000) 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. 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 Sole Stockholder or to a third party at the direction of the StockholdersSole 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 StockholdersSole Stockholder, or due from the Company to its officers, directors or the StockholdersSole 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 Stockholders 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 is liable in any manner whatsoever; (iv) all life insurance policies owned by on the Company or paid for by life of the CompanySole Stockholder; (v) all of long-term indebtedness, including but not limited to all bank debt, and all indebtedness relating to prior acquisitions by 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 ClosingDate. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Stockholders Sole Stockholder or shall be reimbursed to the Buyer by the StockholdersSole Stockholder. 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 Dateif any.

Pre-Closing Transfers. Notwithstanding anything contained herein to the contrary, prior to the Closing Date in accordance with Sections 6.2 and 6.3 Section 8.2 hereof, the Company shall transfer, distribute and/or dispose of all of the following items (listed in detail on Schedule 1.4 1.2(b) 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: (i1.2(b)(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; (ii1.2(b)(ii) any real property owned or leased 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; (iii1.2(b)(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 is liable in any manner whatsoever; (iv1.2(b)(iv) all life insurance policies owned by the Company or paid for by the Company; (v1.2(b)(v) all marketable securities or other equity interests in any other Person which are owned by the Company; 1.2(b)(vi) all of the Company's ’s Liabilities reflected on the Balance Sheet and any other Liabilities, Liabilities other than those any Liabilities consisting under the Non-Exclusive License Agreement, dated as of Accounts Payable up October 25, 2010, by and between the Company and MGTCO Holdings, LLC (the “MGTCO License”) arising after, and relating solely to a maximum amount of One Million Dollars ($1,000,000) and as otherwise set forth on Schedule 3.8periods following, which Liabilities shall be assumed by the Warranting StockholdersClosing Date; and (vi1.2(b)(vii) 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 ClosingDate. 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. 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 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 Accounts Payable trade accounts payable incurred in the Ordinary Course of Business ("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 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) Two Hundred Fifty _____ Dollars ($250.00____) for use by the Company as pettx xxxh 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. Notwithstanding anything contained herein to the contrary, prior to the Closing Date in accordance with Sections 6.2 and 6.3 hereof, the Company Companies shall transfer, distribute and/or dispose of all of the following items (listed in detail on Schedule 1.4 SCHEDULE 1.2(B) attached hereto) to the Stockholders Sole Stockholder or to a third party at the direction of the StockholdersSole Stockholder, all with the effect that the following items shall not be owned by the CompanyCompanies, nor assumed by Buyer, at the Closing Date: : (i) any notes or accounts receivable due to the Company Companies from its their officers, directors or the StockholdersSole Stockholder, or due from the Company Companies to its officers, directors or the StockholdersSole Stockholder; (ii) any real property owned by the Company Companies (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 Companies are liable in any manner whatsoever; (iii) any automobiles or vehicles leased or owned by the Company Companies that are used for personal purposes by the Stockholders Sole Stockholder or any employee of the CompanyCompanies, and any leases or indebtedness on or relating to such automobiles or vehicles for which the Company Companies are liable in any manner whatsoever; (iv) all life insurance policies owned by on the Company or paid for by life of the CompanySole Stockholder; (v) all of indebtedness, including but not limited to all bank debt, and all indebtedness relating to prior acquisitions by 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 ClosingDate. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Stockholders Sole Stockholder or shall be reimbursed to the Buyer by the StockholdersSole Stockholder. 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 Dateif any.