Example ContractsClausesPre-Closing Distribution
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Pre-Closing Distribution. Immediately prior to the Closing Date, the Partnership shall pay the Pre-Closing Distribution to Seller by wire transfer of immediately available funds to an account designated by Seller in writing.

Pre-Closing Awards. Any unvested long-term incentive awards that you hold as of the Closing Date, other than the “Founders Grant” award described below, will vest in full on the Termination Date, and such awards will be distributed (i.e., paid out and deposited in your brokerage account) in accordance with the terms of the 2002 Stock Incentive Plan, as amended, or the 2019 Stock Incentive Plan, as applicable (the “SIP”), and the applicable award documentation.

Pre-Closing Covenants. From and after the date hereof both Parties shall:

Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser # a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B], setting forth # the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), # the Company’s calculation of the Company Transaction Expenses, # the Company’s calculation of Closing Date Indebtedness, # the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [[Section 2.5(a)(i)(B)-(D)])]])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, # a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and # the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.

Seller’s Pre-Closing Covenants. Seller hereby covenants and agrees from the date hereof to the Closing Date that it will comply, and it will cause the Company to comply, with the following:

Pre-Closing Distribution” shall mean a non-pro rata distribution of to Seller from the Partnership.

Pre-Closing Period & Initial Acceptance. Within sixty (60) days after execution hereof by all parties (“Pre-Closing Period”), Seller will # obtain the initial acceptance of such roads by Montgomery County (the “County”) subject to a one-year maintenance bond period and a performance bond, both as required by the County, and furnish the County required bond, and # obtain initial acceptance of the internal water and sewer facilities, including the internal water/sewer utility lines, onsite lift station, and water well(s), that will service the Property to Aqua Texas, Inc. (the “Utility” or “Aqua”) and cause Aqua to accept same for maintenance and operation subject to a one-year performance bond and/or letter of credit and warranty of Seller, as required by Aqua, and furnish Aqua the required bond and/or letter of credit (Seller’s “Initial Dedications”). If necessary, the Pre-Closing Period may be extended one time by Seller for an additional thirty (30) days in order to fulfill its obligations stated herein. During the Pre-Closing Period, Buyer’s representatives shall have access to the Property to continue its inspections and review of the Property, so long as to not unreasonably interfere with Seller’s completion of the Initial Dedications and other Pre-Closing Period work. Prior to Closing, Buyer agrees to restore the Property substantially to its pre-existing condition after completion of any inspections. Buyer agrees to share copies of any tests, inspections and reports with Seller upon request. Buyer shall indemnify, defend, and hold Seller and its employees, representatives and agents harmless from and against all claims, liabilities, liens, costs, fees and expenses, including attorney fees, related to or in any way arising from Buyer’s inspections or entry on the Property, and this obligation shall survive termination of this Agreement or Closing, as applicable. Following the one-year period after each of the Initial Dedications, Seller shall cause the County to agree to final acceptance for maintenance of the above-described roads, and shall cause Aqua to agree to final acceptance for maintenance of the above described utilities (the “Final Acceptances”), this obligation of Seller to survive Closing. Buyer shall be liable for and reimburse Seller for # the cost to repair any damages to the above-described roads and the above-described utilities that is caused by Buyer or Buyer’s agents and that is suffered by Seller prior to the Final Acceptances and # costs incurred by Seller related to Buyer’s failure to construct improvements on the Property in accordance with the standards of the County and the Utility that delay or cause Seller to incur additional costs to obtain Final Acceptances from either or both of the County and the Utility. This obligation of Seller shall survive Closing.

Pre-Closing Annual Bonus and Incentive Subject to the occurrence of and Employee’s continued employment with the Company through the Effective Time, as soon as administratively feasible following the Effective Time, but in no event later than , the Company will pay Employee an amount, in respect of and in full satisfaction of Employee’s Bonus for 2017, equal to prorated (based on the number of days from through and including the date on which the Effective Time occurs) and less applicable withholding

Amendment of Distribution Elections—Pre-2005 Subaccounts. A Participant may elect to change the time and manner of distributions from the Pre-2005 Subaccounts in the Participant’s Deferral Account in accordance with the terms of the Plan as in effect on ; provided that no such election shall be effective unless the election is made and received by the Company before the Participant’s Termination of Employment or Disability and before the first day of the calendar year in which payments # are to begin pursuant to such election and # would have begun absent such election.

Pre-Access Notification. Customer shall provide written notification to the Contractor as early as practicable of the personnel of Customer, Customer Parent and the Consultants constituting the initial Customer Access Personnel. Customer shall provide prompt written notification to the Contractor of any changes to the Customer Access Personnel.

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