Distribution of Cash and Cash Equivalents. Enviva shall distribute, and shall cause its subsidiaries to distribute, all cash and cash equivalents, including accounts receivable, to MLP Holdco.
Distribution of Cash and Cash Equivalents. Notwithstanding any other provision to the contrary contained in this Agreement, prior to the Adjustment Calculation Time, Seller shall be entitled to receive from the Company Entities, by way of dividends, distributions, return of capital or otherwise, all cash and cash equivalents owned or held by or for the benefit of the Company Entities prior to and as of the Adjustment Calculation Time, and to use such cash and cash equivalents to pay or repay any liabilities of the Company Entities (including amounts owed under the Credit Facility), provided that no such dividend, distribution, return of capital or action results in any Liability for Taxes being imposed on or with respect to any Company Entity.
Distribution of Cash and Cash Equivalents. Notwithstanding any other provision to the contrary contained in this Agreement, prior to the Adjustment Calculation Time, the Sellers shall be entitled to receive from the Company Entities and Blocker by way of dividends, distributions, return of capital or otherwise all cash and cash equivalents owned or held by or for the benefit of the Company Entities or Blocker prior to and as of the Adjustment Calculation Time, and to use such cash and cash equivalents to pay or repay any liabilities of the Company Entities or Blocker. After the Adjustment Calculation Time and prior to the Closing, none of the Sellers, Blocker or any Company Entity shall, without the Buyer’s prior written consent, (i) transfer or pay to any Person, or otherwise dispose of, directly or indirectly, any Cash-on-Hand, or (ii) incur or repay any Indebtedness.
Distribution of Cash and Cash Equivalents. On or prior to the Closing Date, the Acquired Company shall make a distribution to the Sellers of all cash and cash equivalents of the Acquired Company, including investments of the Acquired Company held in brokerage accounts.
Distribution of Cash and Cash Equivalents. Notwithstanding any other provision to the contrary contained in this Agreement, prior to the delivery of the Estimated Closing Statement (or following the delivery thereof and prior to the Adjustment Calculation Time to the extent expressly and specifically taken into account and reflected in the Estimated Closing Statement), the (i) Sellers shall be entitled to receive from the Company Entities and the Blockers by way of dividends, distributions, redemptions, return of capital or otherwise all cash and cash equivalents owned or held by or for the benefit of the Company Entities or the Blockers prior to and as of the Adjustment Calculation Time (excluding the Regulatory Capital Reserve Amount and any other cash required (in the good faith determination of the Company) to be held by the Company Entities under applicable Law), and the Company Entities and the Blockers shall be entitled to use such excess cash and cash equivalents to pay or repay any liabilities of the Company Entities or the Blockers or any other lawful purpose, and (ii) Blockers and the Blocker Sellers shall be entitled to complete Blocker Share Redemptions to remove any excess cash from the Blockers; provided, that from and after the Adjustment Calculation Time until the Closing, unless expressly and specifically taken into account and reflected in the Estimated Closing Statement, neither any Company Entity nor any Blocker shall use any Cash-on-Hand to (a) pay any Company Expense, (b) make any payments to Sellers or any of their Affiliates by way of dividends, distributions, return of capital or otherwise, or (c) repay any Indebtedness.
