Distribution of Excluded Assets. Prior to Closing, Rice will cause each of the Vantage Midstream Entities to take all actions necessary to distribute, assign and convey the assets, liabilities, rights and obligations described on Exhibit C (the “Excluded Assets”) to an Affiliate of Rice (other than the Partnership or any of its Subsidiaries) (the “Pre-Closing Distribution”). Without limiting the generality of the foregoing, Rice shall ensure that the Pre-Closing Distribution complies with, and is duly authorized in accordance with, Applicable Laws and each of the applicable Organizational Documents and contracts (including restrictions related to available cash for dividends, required capitalization and fraudulent conveyance) and that, following the distribution, the Vantage Midstream Entities will have no Liability with respect to the Excluded Assets.
Distribution of Excluded Assets. Prior to the Effective Time, OSMC shall have distributed to the OSMC Stockholders all of the assets listed on Schedule 5(m), which constitute the entirety of the assets owned by OSMC not being acquired by SCN (the "Excluded Assets").
Distribution of Excluded Assets. Prior to the Effective Time, MRS shall have distributed to MAURO all of the assets listed on Exhibit 5(m), which constitute the entirety of the assets owned by MRS not being acquired by SCN (the "Excluded Assets"). Additionally, with respect to Employee Benefit Plans, on or before the Effective Time, all Plans shall be transferred to a new entity controlled by MAURO, and the instrument of transfer shall provide that the new entity assumes all of the liabilities of the Plan, including, but not limited to, any current or future funding liabilities.
Distribution of Excluded Assets. Prior to the Effective Time, NCS shall have distributed to the NCS Stockholder all of the assets listed on Schedule 5(m), which constitute the entirety of the assets owned by NCS not being acquired by SCN (the "Excluded Assets").
Distribution of Excluded Assets. Prior to the Effective Time, OSL shall have distributed to the OSL Stockholders all of the assets listed on Schedule 5(m), which constitute the entirety of the assets owned by OSL not being acquired by SCN (the "Excluded Assets").
Distribution of Excluded Assets. Prior to the Effective Time, LOI shall have distributed to the LOI Stockholder all of the assets listed on Schedule 5(m), which constitute the entirety of the assets owned by LOI not being acquired by SCN (the "Excluded Assets").
Distribution of Excluded Assets. Prior to the Closing Date, the Shareholders shall cause the Company to distribute to the Shareholders the Excluded Assets.
Distribution of Excluded Assets. On or prior to the Closing Date, the Company and the Subsidiaries shall distribute to the Sellers or their Affiliates the Excluded Assets; provided, that, the terms and conditions of the disposition of the Excluded Assets do not impose on the Purchaser, the Company or any Subsidiary any limitation, restriction, obligation or liability that is adverse to the Purchaser, the Company or any Subsidiary, and the documentation for such transaction includes an unconditional release by the purchaser, transferee, distributee or assignee of any and all claims against the Purchaser, the Company and the Subsidiaries with respect to the Excluded Assets or arising from, related to, or in connection with such sale, transfer, distribution, assignment or other disposition.
Distribution of Excluded Assets. The Company shall have effected the distribution of the Excluded Assets pursuant to Section 5.12.
Distribution of Excluded Assets. Each of the Companies has duly adopted corporate resolutions distributing to Seller (in partial satisfaction of inter-company debt or, if the debt has been fully discharged, as a dividend) all of the Excluded Assets as of November 28, 1998 which is the Closing Date. Copies of such corporate resolutions are attached hereto as Exhibit A (the "Companies Resolutions'). Certain of the Excluded Assets as of November 28, 1998, including Cash, will not be finally determined until after the Closing. Purchaser agrees that the Companies Resolutions will not be modified after Closing and agrees to cause the Companies to make the transfers and distributions contemplated by the Companies Resolutions as soon as reasonably practicable after the Closing to the extent such transfers and distributions were not made prior to the Closing.
