Common use of Transactions Prior to Closing Clause in Contracts

Transactions Prior to Closing. (a) Prior to the Closing, the deeds covering the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and certain personal property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, shall be assigned by Tanknology to the Seller. (b) At or prior to Closing, cash of the Subsidiaries in the amount of $793,000 as reflected on the August 31 Financial Statements shall be withdrawn by the Seller. (c) Prior to Closing, the Seller shall eliminate or cause its Affiliates to eliminate all intercompany account balances, including the accounts reflected on each of the August 31 Financial Statements under the item "Investment in Subsidiaries." (d) At or prior to Closing, Seller shall execute assumption agreements reasonably acceptable to Buyer assuming from the Subsidiaries (i) any and all income Taxes for the period through the Closing Date, (ii) any and all claims, losses or liabilities arising from or relating to the real property and improvements and certain personal property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and the adjacent lot owned by Seller, (iii) any obligation of the Subsidiaries relating to ▇. ▇. ▇▇▇▇▇ under that certain consulting agreement between ▇. ▇. ▇▇▇▇▇, Seller and Tanknology dated as of December, 1991, and (iv) any obligation of the Subsidiaries relating to the employees listed on Schedule 2.4(d)(iv).

Transactions Prior to Closing. (a) Prior to the Closing, the deeds covering the real property located at ▇▇▇▇ 5225 ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇d certain personal property located at ▇▇▇▇ 5225 ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, shall be assigned by Tanknology to the Seller. (b) At or prior to Closing, cash of the Subsidiaries in the amount of $793,000 as reflected on the August 31 Financial Statements shall be withdrawn by the Seller. (c) Prior to Closing, the Seller shall eliminate or cause its Affiliates to eliminate all intercompany account balances, including the accounts reflected on each of the August 31 Financial Statements under the item "Investment in Subsidiaries." (d) At or prior to Closing, Seller shall execute assumption agreements reasonably acceptable to Buyer assuming from the Subsidiaries (i) any and all income Taxes for the period through the Closing Date, (ii) any and all claims, losses or liabilities arising from or relating to the real property and improvements and certain personal property located at ▇▇▇▇ 5225 ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ the adjacent lot owned by Seller, (iii) any obligation of the Subsidiaries relating to ▇. ▇. T. G. ▇▇▇▇▇ under ▇▇▇er that certain consulting agreement between ▇. ▇. T. G. ▇▇▇▇▇, Seller ▇▇ller and Tanknology dated as of December, 1991, and (iv) any obligation of the Subsidiaries relating to the employees listed on Schedule 2.4(d)(iv).