Consideration and Allocation. The Purchase Price shall be satisfied as follows:
Consideration and Allocation. In consideration for Buyer’s purchase of Seller’s Assets, Buyer shall satisfy and discharge the Assumed Liabilities and shall pay to Seller the following (the “Purchase Price”):
(a) a cash payment in the amount of $464,998.00 (the “Estimated Cash Payment”), which amount is based upon eighty percent (80%) of Seller’s collectible accounts receivable (currently estimated and to be confirmed based on year-end financial statements within thirty (30) days hereafter) plus fifty percent (50%) of Seller’s Inventory (current estimated and to be counted as of the Effective Date and valued within thirty (30) days hereafter);
(b) 3,082,000 shares of Buyer’s common stock (“Common Stock”) in certificated form, to be delivered at Closing; and
(c) A warrant to purchase 2,729,000 additional shares of Buyer’s common stock at between $.60 and $.75 per share. A copy of the warrant is attached hereto as Exhibit B (“Warrant A”). Notwithstanding the foregoing, twelve and one-half percent (12.5%) of the estimated cash payment set forth in subparagraph (a) above (i.e., $58,125.00) shall be held back from the cash payment of the Purchase Price (the “Holdback Amount”) pending a final determination of the accounts receivable and Inventory as set forth in Section 2(a) above (the “Actual Cash Payment”). The amount payable by Buyer or Seller to the other party upon determination of the Actual Cash Payment shall be determined by subtracting the Holdback Amount from the amount determined by subtracting the Actual Cash Payment from the Estimated Cash Payment (i.e., the following formula: (Estimated Cash Payment – Actual Cash Payment) – Holdback Amount = amount of adjustment payment). If the result is a positive number, then that amount will be immediately due and payable to Buyer, and if the amount is negative, that amount (as a positive number) will be immediately due and payable to Seller.
(d) Buyer and Seller agree to allocate the consideration for the Assets for all purposes (including financial accounting and tax purposes) in accordance with Schedule 2(d) attached hereto, which financial accounting allocation shall be according to GAAP, and shall file all tax returns, including Form 8594, consistent with such allocation schedule. Such Schedule 2(d) shall be attached in draft form at Closing and replaced with a final schedule within thirty (30) days of Closing.
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.
(ii) The estimated Purchase Price (as adjusted pursuant to Section 2(f)) shall be allocated among the Acquired Assets as set forth in Section 9(n).
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:
(i) $600,000 in cash on the Closing Date, as set forth in Section 2.6; and
(ii) $1,750,000 in cash on the Completion Date, as set forth in Section 2.8.
(b) The Parties agree that $1,350,000 shall be allocated to the Equipment and $1,000,000 shall be allocated to the installation and modification of the Equipment and certain of the services as set forth in Article VII.
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. In consideration of the sale of the Business, Buyer agrees to pay a purchase price ("PURCHASE PRICE") as follows:
Consideration and Allocation. (i) In consideration for the conveyance and transfer of the Assigned Equity Interest as contemplated in (a) above, the Buyer agrees to deliver or cause to be delivered the estimated Purchase Price as set forth in the Proposed Closing Statement to the Seller, in the form of cash by wire transfer of immediately available funds.
(ii) The estimated Purchase Price (as adjusted pursuant to Section 2(g)) shall be allocated among the Company Assets as set forth in Section 9(o).
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.
(ii) The estimated Purchase Price (as adjusted pursuant to Section 2(f)) shall be allocated among the Subject Assets as set forth in Section 10(n).
(iii) At the Closing, the Sellers shall direct the Buyer to remit, and the Buyer shall remit, a portion of the Purchase Price equal to the amount of the outstanding Bank Loan Balance and the Revolving Facilities Balance as of the Closing Date (in each case, including interest and fees, if any) directly to lenders (or their agent) thereunder on behalf of the Companies.
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.
(A) At the Closing, the Parent shall deliver to Grifco or its designee(s) (for the benefit of the Sellers) the Units to (and in the name of) Grifco or its designee(s). At the Closing, TD Marine shall deliver to Grifco and Grifco Two, $25,500,000 as a portion of the Cash Consideration. At the Closing, the Investor shall deliver (or cause to be delivered) to Grifco(x) the Units and (y) a portion of Cash Consideration in an amount equal to the difference between the estimated Purchase Price as set forth in the Proposed Closing Statement less the sum of (1) the Unit Consideration Amount, (2) $12,000,000 and (3) $25,500,000; which Cash Consideration payment shall include the $30,000,000 payable to Grifco pursuant to the Marine Redemption Agreement. The Investor and TD Marine shall remit such amounts directly to the Sellers’ lenders (or their agents), on behalf of the Sellers, a portion of such Cash Consideration equal to the amount of the outstanding Bank Loans Balance as of the Closing Date (in each case, including interest and fees, if any), and the Investor shall remit the balance of such Cash Consideration to Grifco, Shore Thing or their designees.
(B) On the earlier to occur of the Jeffboat Payment Date or the Trinity Payment Date, the Investor shall deliver to Grifco a portion of the Cash Consideration in an amount equal to the sum of (x) $6,000,000 and (y) interest, if any, accruing daily at the Prime Rate from the relevant In-Service Date to the relevant payment date.
(C) On the later to occur of the Jeffboat Payment Date or the Trinity Boat Payment Date, the Investor shall deliver to Grifco the sum of (x) the positive difference, if any, between (A) the Aggregate Barge Payment Amount less (B) $6,000,000 and (x) ...
