Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.6, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) the Supplemental Executive Retirement Plan and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute the assets listed on Schedule 7.1.4(ii), including, without limitation, any fees and expenses receivable not necessary to meet the Target or otherwise satisfy the obligations of the Company (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.

Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.6, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain Second Amended and Restated Shareholders' and Non-Shareholder Officers' Agreement dated as of December 31, 1998, a true and complete copy of which has been delivered to Centerprise (the Supplemental Executive Retirement Plan "Company Shareholders' Agreement"), and which Company Shareholders' Agreement shall not be amended further, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute the assets listed on Schedule 7.1.4(ii), including, without limitation, any fees and expenses receivable not necessary to meet the Target or otherwise satisfy the obligations of the Company ) (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.

Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including including, without limitation limitation, those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By by Centerprise, (B) items reflected on Schedule 2.62.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, Agreement and (D) the Supplemental Executive Retirement Plan and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute the assets listed on Schedule 7.1.4(ii), ) including, without limitation, any fees and expenses receivable AR not necessary to meet the Target or otherwise satisfy the obligations of the Company hereunder (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), in subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), and provide copies thereof to Centerprise.

Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including including, without limitation limitation, those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.62.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, Agreement and (D) the Supplemental Executive Retirement Plan and (E) items approved by Centerprise in writing; , and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute the assets listed on Schedule 7.1.4(ii), ) including, without limitation, any fees and expenses receivable AR not necessary to meet the Target or otherwise satisfy the obligations of the Company hereunder (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), and provide copies thereof to Centerprise.

Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.62.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement dated July 11, 1996, by and between the Supplemental Executive Retirement Plan Company and BDM&P, Limited Liability Company, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii), including, without limitation, any fees and expenses receivable not necessary to meet the Target or otherwise satisfy the obligations of the Company ) (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.

Prior to the Closing. the Members shall have (a) formed a separate Person ("ATTEST ENTITY") pursuant to Organizational Documents reasonably acceptable in form and substance to CenterPoint and (b) used its diligent efforts to have secured, or have caused the Attest Entity to have secured, all licenses, permits, approvals and authorizations necessary to conduct the Attestation Practice in accordance with applicable laws and regulations. 7.1.4 Prior to the Closing, (i) the Company and/or the Members, as applicable, shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present current or former stockholder of the Company, or an Affiliate or family member of a Member or present current or former stockholder of the Company, including including, without limitation limitation, those set forth on Schedule 7.1.4(i), but excluding (A) debt ----------------- reflected on Schedule 2.1 as Debt Assumed By CenterpriseCenterPoint, (B) items reflected on ------------ Schedule 2.62.5, (C) agreements and obligations to the extent such agreements and obligations result in ------------ Indirect Costs under the Incentive Compensation Agreement, and (D) the Supplemental Executive Retirement Plan and (E) items approved by Centerprise CenterPoint in writing; , and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute ----------- the assets listed on Schedule 7.1.4(ii), ) including, without limitation, any fees and expenses receivable AR ------------------ not necessary to meet the Target or otherwise satisfy the obligations of the Company or the Members hereunder (the "Excluded AssetsEXCLUDED ASSETS") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature ------------------ (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded LiabilitiesEXCLUDED LIABILITIES"); provided, however, that prior to the -------- ------- Closing, the Company and the Members shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), and provide copies thereof to CenterpriseCenterPoint.