Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until the later of (a) Seller's payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 10.2 and 10.3; or (c) the lapse of more than one year after the date of the Closing.
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until Seller’s payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 5.2 and 5.3.
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until the later of (a) thirty (30) days after the completion of all adjustment procedures contemplated by Section 2.8; or (b) Seller's payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 9.2 and 9.3.
Restrictions on Seller Dissolution and Distributions. Except for distributions to Seller's members to cover member Tax Liabilities consistent with past practices and approved by Buyer in advance in a signed writing, Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until Seller's payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 10.2(b) and 10.3 which, as of the date of any such dissolution or distribution, are known or accrued and not merely contingent.
Restrictions on Seller Dissolution and Distributions. The Shareholders shall cause each of KII and K Industries to remain in existence and good standing for a period of one (1) year from the Closing Date. No Seller shall be prevented from making distributions to their respective shareholders and members, as applicable, including distributions of the Purchase Price; provided that such distributions are in compliance with applicable Legal Requirements.
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the Escrow Amount released to it pursuant to Section 3.1, until the later of (a) three (3) business days after the completion of all adjustment procedures contemplated by Section 3.3; or (
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, Seller’s payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 10.2 and 10.3.
Restrictions on Seller Dissolution and Distributions. The Seller shall not dissolve or make any distribution of the Shares or of the proceeds received from the sale of the Shares (other than with respect to the Liability Payoff Shares) by or on behalf of the Seller until the one year anniversary following the Closing.
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve until the lapse of more than three years after the Closing Date. Two Million One Hundred Fifty Thousand No/100 Dollars ($2,150,000) of proceeds of the Purchase Price will be transferred in an unrestricted manner to the Trust and be used by Trust to pay the participants of the Trust and to defer the Trust’s reasonable expenses of operation. To the extent that any other proceeds of the Purchase Price are distributed by Seller to the Trust, the Trust covenants to distribute such proceeds to Mx. Xxxxxxxx and Mxx. Xxxxxxxx within thirty (30) days of receipt. In addition, the Trust covenants that, except as otherwise indicated in this Section, prior to the distribution of any Purchase Price proceeds to any of its participants it will first repay at least that portion of the indebtedness that it owes to Mx. Xxxxxxxx and Mxx. Xxxxxxxx that is equal to the Cap Limitation.
Restrictions on Seller Dissolution and Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until the later of (a) the Holdback Release Date; (b) the Earnout Payment Date; or (c) the lapse of all transfer restrictions imposed on Seller under the Lock-Up Agreement.
