Pre-Closing Transaction means the transactions pursuant to which Ayshire Arkansas conveys all right, title and interest in and to the Fayetteville Property to Beechwood, and the limited liability company interests in Beechwood are transferred to the Sellers in consideration for the partial redemption of outstanding shares of the Company, as further contemplated by the Pre-Closing Transaction Agreement.
Notwithstanding the foregoing, Tenneco and Packaging shall, as between each of them, each be responsible for the payment of one-half of all Transaction Expenses for goods and services provided on or before the Distribution that are not paid or funded on or prior to the Distribution as part of the Debt Realignment or otherwise (the "Unpaid Pre-Closing Transaction Expenses").
If the invoice relates to Unpaid Pre-Closing Transaction Expenses, the Receiving Party shall be entitled to pay the vendor in accordance with the terms of the invoice and receive reimbursement from the other party of one-half of the amount paid within 30 days after receipt by the other party of a written request therefor.
No claim for indemnification hereunder for breach of any representations, warranties, covenants, agreements and other provisions may be made after the expiration of the applicable survival period set forth in this Section 10.7. No claim for indemnification pursuant to clause (iii) of Section 10.1(a) may be made after the date that is 60 days after the expiration of the statute of limitations applicable to assessment or collection of the Pre-Closing Transaction Taxes.
Subject to adjustment as provided in Sections 2.02 and 2.03, the aggregate consideration to be paid for the Shares is Ninety-Three Million and No/100 Dollars ($93,000,000.00) less the amount of Pre-Closing Indebtedness, less the Pre-Closing Transaction Expenses (the "Cash Consideration"), subject to adjustment based upon the Working Capital of Insurance Group, the Indebtedness of Insurance Group and the Insurance Group Transaction Expenses, as provided in Sections 2.02 and 2.03.
For avoidance of doubt, none of the Pre-Closing Transaction documents shall be finalized without Purchasers prior approval.