Pre-Closing Distribution means a distribution to the Members of Distributable Funds (as defined in the LLC Agreement) in accordance with Article VI of the LLC Agreement immediately prior to the Closing.
Examples of Pre-Closing Distribution in a sentence
Buyer shall cause the Company to effect the Pre-Closing Distribution in accordance with that certain Written Consent of the Managers, dated as of November 15, 2017.
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.
The Pre-Closing Distribution shall be allocated between the Jacobsen Holdings and KCF in a manner mutually agreed to in writing by Jacobsen Holdings and KCF.
The Company has good, indefeasible and marketable title to all its properties, interests in properties and assets, real and personal, reflected in the 3/31/08 Balance Sheet or in Schedule 2.1(h) hereto (except for the Owned Real Property, the Pre-Closing Distribution Assets and any other excluded assets set forth on Schedule 1.2(a) hereto), free and clear of any Encumbrance of any nature whatsoever, except Encumbrances reflected in the 3/31/08 Balance Sheet or in Schedule 1.2(f) hereto.