Closing Distribution. At or immediately prior to Closing, Sellers shall cause all Cash and Cash Equivalents in the Bank Accounts (as of the Business Day immediately prior to the Closing Date), less any amounts required to account for outstanding checks, drafts and wires issued by the Company Group, including overdrafts, net of all checks on hand, drafts and wires received or deposited but not yet credited to the accounts of the Company Group (including deposits in transit) to be transferred or otherwise distributed to account(s) of Sellers or its designee, which transfer or other distribution shall, for the avoidance of doubt, (a) constitute Leakage and (b) not violate any provision of Section 6.4.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Civitas Resources, Inc.)
Closing Distribution. At or immediately prior to Closing, Sellers each Seller shall cause all Cash and Cash Equivalents in the Bank Accounts (as of the Business Day immediately prior to the Closing Date)) of the applicable Company Group, less any amounts required to account for outstanding checks, drafts and wires issued by the such Company Group, including overdrafts, net of all checks on hand, drafts and wires received or deposited but not yet credited to the accounts of the such Company Group (including deposits in transit) to be transferred or otherwise distributed to account(s) of Sellers such Seller or its designee, which transfer or other distribution shall, for the avoidance of doubt, (a) constitute Leakage and (b) not violate any provision of Section 6.4.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Civitas Resources, Inc.)