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 1.2(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. Notwithstanding anything contained herein in this Agreement 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. FurthermoreSellers may, prior to the Closing DateClosing, cause the Group Companies to transfer to one or more designees of the Sellers under common control with Maintenance, for no consideration, the Company shall fully pay all outstanding pension plan right, title and profit sharing contributions due from interest in and to the Company, assets and rights set forth on Schedule 6.10 in each case free and clear of any Encumbrances other than Permitted Encumbrances (but subject to Section 6.16 and the Company Restrictive Covenants), pursuant to documentation reasonably acceptable to Buyer (collectively, the “Pre-Closing Transfers”); provided, that in no event will Buyer be obligated to approve any such documentation which imposes any indemnity or other post-Closing obligations on the applicable Group Companies with respect to such Pre-Closing Transfers; provided, further, that all Pre-Closing Transfers shall terminate all such plans on or be structured in a manner that would not cause any Group Company’s status as an “S corporation” to be terminated. To the extent that the Pre-Closing Transfers with respect to vehicles driven by certain executives do not occur prior to the Closing, after the Closing Datethe Group Companies, at the request and at the cost of the Sellers, shall (and Buyer shall cause the Group Companies to) use their reasonable best efforts to cause such Pre-Closing Transfers to occur as promptly as practicable (for clarity, the Sellers will be responsible for any Taxes, including Taxes of Buyer and its Affiliates, payable as a result of any such transfer). Consistent with the foregoing, in connection with the transfer of the real property at 800 Xxxxxx Xx., Xxx Xxxxxxxxx, XX 00000 (the “Folsom Street Property”) to a designee of the Sellers, such designee shall enter into a Lease Agreement in substantially the form set forth in Exhibit B (the “Folsom Street Lease”). Prior to the Closing, the Group Companies also may transfer to the executives of the Group Companies, at no cost to the executives, the mobile phones being used by such executives and the phone numbers associated therewith; provided, that prior to such transfer the Group Companies shall have performed a reset of such mobile phones to remove any information related to the business of the Group Companies.

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) Schedule 1.4 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") Accounts Payable up to a maximum amount of __________ Five Hundred Thousand Dollars ($____)500,000) and as otherwise set forth on Schedule 3.8, which Liabilities shall be assumed by the Sole Stockholders; and (vi) any cash in excess of (a) the amount necessary to fully cover all checks issued by the Company up to and through the Closing Date and (b) _____ Two Hundred Fifty Dollars ($____250.00) for use by the Company as xxxxx cash pettx xxxh 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 shall transfer, distribute and/or dispose of all of the following items (listed in detail on SCHEDULE 1.2(B) Schedule 1.4 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") Accounts Payable up to a maximum amount of __________ One Million Dollars ($____)1,000,000) and as otherwise set forth on Schedule 3.8, which Liabilities shall be assumed by the Sole Warranting Stockholders; and (vi) any cash in excess of (a) the amount necessary to fully cover all checks issued by the Company up to and through the Closing Date and (b) _____ Two Hundred Fifty Dollars ($____250.00) for use by the Company as xxxxx cash pettx xxxh 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 1.2(B) attached hereto) to the Sole Stockholders Stockholder or to a third party at the direction of the Sole StockholdersStockholder, 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 Sole StockholdersStockholder, or due from the Company Companies to its officers, directors or the Sole StockholdersStockholder; (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 Sole Stockholders 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 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 ClosingDate. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Sole Stockholders Stockholder or shall be reimbursed to the Buyer by the Sole StockholdersStockholder. 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 1.2(BSchedule 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: (i1.2(b)(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; (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 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 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 trade accounts payable incurred in October 25, 2010, by and between the Ordinary Course of Business Company and MGTCO Holdings, LLC ("ACCOUNTS PAYABLE"the “MGTCO License”) up arising after, and relating solely to a maximum amount of __________ Dollars ($____)periods following, which Liabilities shall be assumed by the Sole StockholdersClosing Date; and (vi1.2(b)(vii) any cash in excess of (a) the amount necessary to fully cover all checks issued by the Company up to and through the Closing Date and (b) _____ Dollars ($____) for use by the Company as xxxxx cash after the ClosingDate. 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 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 Stockholder or to a third party at the direction of the Sole StockholdersStockholder, 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 StockholdersStockholder, or due from the Company to its officers, directors or the Sole StockholdersStockholder; (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 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 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 ClosingDate. Any Taxes generated in connection with such transfers, distributions or disposals shall be borne solely by the Sole Stockholders Stockholder or shall be reimbursed to the Buyer by the Sole StockholdersStockholder. 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.