Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. Each Seller hereby acknowledges and agrees that (i) the Allocation Schedule is complete and accurate in all respects and shall govern the allocation among the Sellers (and shall not serve as a limitation as to Buyer's rights under this Agreement) of all payments to or from the Sellers that are contemplated by this Agreement in accordance with the priorities set forth in the Operating Agreement (as in effect on the date of this Agreement), (ii) the amounts set forth in the Allocation Schedule for distribution to such Seller are in compliance with the Operating Agreement, (iii) the consideration payable to such Seller as set forth in the Allocation Schedule constitutes all consideration payable to such Seller in connection with the consummation of the Transaction and (iv) after the Closing, such Seller (and any direct or indirect holder of Membership Interests of such Seller) will have no right, title or interest in or to any other payment in consideration of the Membership Interests, Buyer or any of their respective Affiliates. The Company and the Sellers acknowledge and agree that to the extent any allocation of payments provided for in this Section 2.8 or in the Allocation Schedule is inconsistent with the Operating Agreement, then this Agreement, together with the Allocation Schedule, shall be deemed to be an amendment to the Operating Agreement, properly authorized and adopted pursuant to the provisions of the Operating Agreement.

Allocation Schedule. Each Seller hereby acknowledges and agrees that (i) the Allocation Schedule is complete and accurate in all respects and shall govern the allocation among the Sellers (and shall not serve as a limitation as to Buyer's rights under this Agreement) of all payments to or from the Sellers that are contemplated by this Agreement in accordance with the priorities set forth in the Operating Agreement (as in effect on the date of this ofthis Agreement), (ii) the amounts set forth in the Allocation Schedule for distribution to such Seller are in compliance with the Operating Agreement, (iii) the consideration payable to such Seller as set forth in the Allocation Schedule constitutes all consideration payable to such Seller in connection with the consummation of the Transaction and (iv) after the Closing, such Seller (and any direct or indirect holder of Membership Interests of such Seller) will have no right, title or interest in or to any other payment in consideration of the Membership Interests, Buyer or any of their respective Affiliates. The Company and the Sellers acknowledge and agree that to the extent any allocation of payments provided for in this Section 2.8 or in the Allocation Schedule is inconsistent with the Operating Agreement, then this Agreement, together with the Allocation Schedule, shall be deemed to be an amendment to the Operating Agreement, properly authorized and adopted pursuant to the provisions of the Operating Agreement.

Allocation Schedule. Each The Seller hereby acknowledges and agrees that (i) the Allocation Schedule is complete and accurate in all respects and shall govern the allocation among the Sellers Seller (and shall not serve as a limitation as to Buyer's ’s rights under this Agreement) of all payments to or from the Sellers Seller that are contemplated by this Agreement in accordance with the priorities set forth in the Operating Agreement (as in effect on the date of this Agreement), (ii) the amounts set forth in the Allocation Schedule for distribution to such Seller are in compliance with the Operating Agreement, (iii) the consideration payable to such Seller as set forth in the Allocation Schedule constitutes all consideration payable to such Seller in connection with the consummation of the Transaction and (iv) after the Closing, such Seller (and any direct or indirect holder of Membership Interests of such Seller) will have no right, title or interest in or to any other payment in consideration of the Membership Interests, Buyer or any of their respective Affiliates. The Company and the Sellers Seller acknowledge and agree that to the extent any allocation of payments provided for in this Section 2.8 or in the Allocation Schedule is inconsistent with the Operating Agreement, then this Agreement, together with the Allocation Schedule, shall be deemed to be an amendment to the Operating Agreement, properly authorized and adopted pursuant to the provisions of the Operating Agreement.

Allocation Schedule. Each Promptly after execution and delivery of this Agreement, the Company shall deliver to Purchaser a draft Allocation Schedule, the final version of which shall be signed by an authorized officer of the Company, setting forth in reasonable detail the Company’s good-faith estimates of the information required to be set forth therein, which shall be prepared in accordance with the applicable provisions of the Company’s Organizational Documents and this Agreement, and which shall include the name and address of each Seller and, if available the e-mail address of each such Seller, the number and series of all shares of Outstanding Common Shares, Outstanding Preferred Shares, Warrants, and Options held by each Seller, and whether any such shares are certificated. The Parties and, by virtue of the adoption and approval of this Agreement, the Sellers hereby acknowledges acknowledge and agrees agree that (i) Purchaser and each of its Affiliates shall be entitled to rely on the Allocation Schedule is complete and accurate in all respects and connection with distributing amounts payable pursuant to this Article 2, neither Purchaser nor any of its Affiliates shall govern have any Liability or obligation to any Person, including to the allocation among the Sellers (and shall not serve Sellers, in respect thereof except as a limitation as to Buyer's rights under this Agreement) of all payments to or from the Sellers that are expressly contemplated by this Agreement (including the payment obligations hereunder), and none of the Seller Representative or the Sellers shall make any claim in accordance with respect of the priorities set forth in allocation of Closing Date Cash Consideration, Closing Date Stock Consideration or Adjustment Amount delivered to or for the Operating Agreement (as in effect benefit of any such Person on the date of this Agreement), (ii) the amounts set forth in the Allocation Schedule for distribution to such Seller are in compliance with the Operating Agreement, (iii) the consideration payable to such Seller as set forth in the Allocation Schedule constitutes all consideration payable to such Seller in connection with the consummation of the Transaction and (iv) after the Closing, such Seller (and any direct or indirect holder of Membership Interests of such Seller) will have no right, title or interest in or to any other payment in consideration of the Membership Interests, Buyer or any of their respective Affiliates. The Company and the Sellers acknowledge and agree that Closing Date to the extent any allocation of payments provided for that such distribution is made in this Section 2.8 or in the Allocation Schedule is inconsistent with the Operating Agreement, then this Agreement, together a manner consistent with the Allocation Schedule, shall be deemed to be an amendment to the Operating Agreement, properly authorized and adopted pursuant to the provisions of the Operating Agreement.