Common use of Allocation of Closing Purchase Price Clause in Contracts

Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in the following manner: (a) At the Closing, Seller will deliver a schedule (the "Debt Schedule") identifying its indebtedness as of the Closing Date. Buyer shall deliver to and deposit with Seller that portion of the Cash Funds and the VDC Shares necessary to satisfy Seller's indebtedness to its creditors in the amounts and manner as set forth in the Debt Schedule. The Cash Funds and/or any and all VDC Shares delivered to Seller pursuant to this Section 3.3(a) shall be credited against and considered a part of the Closing Purchase Price and shall be held and distributed by Seller to the creditors (or provision shall be made for the ultimate distribution of such amounts and/or Shares to creditors upon the final resolution of any disputed amounts payable or claims against Seller) in accordance with the provisions of a further order of the Court. (b) Seller shall retain the VDC Shares until such time as a disposition of such shares occurs to Seller's stockholders pursuant to a confirmed plan of reorganization providing for the issuance of the VDC Shares pursuant to the exemption set forth in Bankruptcy Code ss.1145, or an effective registration statement in accordance with the provisions of Section 7.6 hereof.

Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in the following manner: (a) At the Closing, Seller will deliver a schedule (the "Debt Schedule") identifying its indebtedness as of the Closing Date. Buyer shall deliver to and deposit with Seller that Trustee the portion of the Cash Funds and the number of VDC Shares necessary to satisfy Seller's indebtedness to its creditors and claimants in the amounts and manner as set forth in the Debt Schedule. The Cash Funds and/or any and all VDC Shares delivered to Seller Trustee pursuant to this Section 3.3(a) shall be credited against and considered a part of the Closing Purchase Price and shall be held and distributed by Seller Trustee to the creditors and claimants (or provision shall be made for the ultimate distribution of such amounts and/or Shares to creditors and claimants upon the final resolution of any disputed amounts payable or claims against Seller) in accordance with the provisions of a further order Trust Agreement to be agreed upon between the parties. Prior to the Closing Date, Seller shall have received releases, waivers and/or settlement agreements, satisfactory to Buyer, evidencing satisfaction of the Courtsubstantially all indebtedness of, and claims against, Seller. (b) Buyer shall deliver to Seller that portion of the VDC Shares not required to be delivered to or deposited with the Trustee pursuant to Section 3.3(a) hereof. Seller shall retain the such VDC Shares until such time as a disposition of such shares occurs to Seller's its stockholders pursuant to a confirmed plan of reorganization providing for the issuance of the VDC Shares pursuant to the exemption set forth in Bankruptcy Code ss.1145, or an effective registration statement in accordance with the provisions of Section 7.6 hereof.

Allocation of Closing Purchase Price. The Closing Purchase Price ------------------------------------ shall be allocated in the following manner: (a) At the Closing, Seller will deliver a schedule (the "Debt Schedule") identifying its indebtedness as of the Closing Date. Buyer shall deliver to and deposit with Seller that portion of the Cash Funds and the VDC Shares necessary to satisfy Seller's indebtedness to its creditors in the amounts and manner as set forth in the Debt Schedule. The Cash Funds and/or any and all VDC Shares delivered to Seller pursuant to this Section 3.3(a) shall be credited against and considered a part of the Closing Purchase Price and shall be held and distributed by Seller to the creditors (or provision shall be made for the ultimate distribution of such amounts and/or Shares to creditors upon the final resolution of any disputed amounts payable or claims against Seller) in accordance with the provisions of a further order of the Court. (b) Seller shall retain the VDC Shares until such time as a disposition of such shares occurs to Seller's stockholders pursuant to a confirmed plan of reorganization providing for the issuance of the VDC Shares pursuant to the exemption set forth in Bankruptcy Code ss.1145(S) 1 145, or an effective registration statement in accordance with the provisions of Section 7.6 hereof.