Consideration and Allocation. The Purchase Price shall be satisfied as follows.
Consideration and Allocation. (i) In consideration for the contribution, conveyance and transfer of the Acquired Assets (including the Acquired Equity Interests) as contemplated in (a) above, (x) the Investor agrees to deliver or cause to be delivered the Purchase Price to (or for the benefit of) the Sellers, paying the Cash Consideration by wire transfer of immediately available funds, to Grifco or its designee(s) and to cause the Parent to issue the Units to Grifco or its designee(s), in each case, to the extent provided below. Grifco shall be responsible for allocating and distributing the payments and Units among the Sellers, and Investor shall have no responsibility or liability hereunder for Grifco’s allocation and distribution of the Purchase Price among the Sellers.
Consideration and Allocation. (i) In consideration for the conveyance and transfer of the Acquired Assets as contemplated in (a) above, the Buyer agrees to deliver or cause to be delivered the Purchase Price to FMT or its designee(s) for the benefit of the Sellers, in the form of cash by wire transfer of immediately available funds. FMT shall be responsible for allocating and distributing the payments among the Sellers, and the Buyer shall have no responsibility or liability hereunder for FMT’s allocation and distribution of the Purchase Price among the Sellers. At the Closing, the Buyer shall deliver (or cause to be delivered) to FMT the estimated Purchase Price as set forth in the Proposed Closing Statement. The Buyer shall remit such amounts directly to each applicable Seller’s lender (or its agent), on behalf of such Seller, a portion of such Purchase Price payment equal to the amount owed by such Seller set forth in the applicable Payoff Letter (in each case, including interest and fees, if any), and the Buyer shall remit the balance of such Purchase Price payment to FMT or its designees.
Consideration and Allocation. (a) The consideration that the Buyer shall pay the Seller for the Equipment, the obligations of the Seller as set forth in Article VII and other rights of the Buyer hereunder shall be $2,350,000, plus other good and valuable consideration set forth in this Agreement (the "Consideration), payable as follows:
Consideration and Allocation. Buyer shall issue to Seller 45% of the issued and outstanding shares of common stock of the Buyer, after giving effect to such issuance, or approximately forty-four million nine hundred eleven thousand seven hundred and twenty four (44,911,724) shares of the Buyer's common shares based on fifty-five million eighty-eight thousand two hundred seventy-six (55,088,276) shares outstanding (the "Consideration")_ The parties intend that the Consideration includes all items contemplated below and is due and payable as follows. Each party agrees to report the allocation in this manner for all tax purposes:
Consideration and Allocation. The consideration for the transfer and sale of the Purchased Assets by Seller shall be the assumption of the Assumed Liabilities by Buyer. Such consideration shall be allocated for tax purposes among the Purchased Assets and the other consideration provided by Seller in accordance with the allocation set forth on Schedule 2.4. OTV, Buyer and Seller (a) agree to be bound, and to cause their respective Affiliates to be bound, by such allocation, (b) shall act, and cause their respective Affiliates to act, in accordance with such allocation in the preparation, filing and audit of any Tax Return and for all other tax and accounting purposes, and (c) shall not take any position or action inconsistent with such allocation.
Consideration and Allocation. (i) In consideration for the contribution, conveyance and transfer of the Acquired Assets, the Buyer agrees, for the benefit of the Sellers, to pay the estimated Purchase Price, including paying in cash, by wire transfer of immediately available funds, an aggregate amount equal to the estimated Cash Consideration, and issuing the estimated Units, to DPP, who shall be responsible for allocating and distributing such payments among DPP, Xxxxxxx Transport, TransportCo, Terminal and Sunshine. Buyer shall have no responsibility or liability hereunder for DPP’s allocation and distribution of the Purchase Price among the other Sellers.
Consideration and Allocation. The parties intend that the Purchase Price includes all items contemplated below and is due and payable as follows. Each party agrees to report the allocation in this manner for all tax purposes:
Consideration and Allocation. (a) In consideration for the transfer and assignment of the Purchased Assets, on an annual basis until the earlier of the seven (7) year anniversary of the Closing or the termination of this Agreement, Buyer shall assume, pay or otherwise cause the discharge, waiver, forgiveness or release of an amount, measured at the full face amount, of Excluded Liabilities set forth on Schedule 2.4(a) (the "BUYER CREDIT") equal to or greater than $1,200,000. Buyer and Seller agree that the Buyer Credit shall be cumulative and shall be carried forward to all future annual obligations until such Buyer Credit is exhausted. In the event that during any annual period, the cumulative Buyer Credit is less than $1,200,000, Buyer shall pay Seller the difference in cash. Buyer shall pay each installment, if any, no later than ten days following the yearly anniversary of the Closing. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no obligation to take any action relating to any Excluded Liability at any time.
Consideration and Allocation. 8 3.1. Consideration . . . . . . . . . . . . . . . . . . . . . . .8 3.2. Allocation. . . . . . . . . . . . . . . . . . . . . . . . .8 3.3.
