Distribution of Purchase Price. After payment of all fees and expenses incurred by the Company in connection with the this Agreement in accordance with Section 6.4 of this Agreement, at the Closing the Purchase Price shall be distributed as follows: (a) the Cash Consideration shall be wired to an account designated by the Company, less $1,200,000 which shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Cash Escrow), (b) the Equity Consideration shall be distributed to the Sole Member on behalf of the Company as soon as practicable after the Closing and in any event within two (2) business days of the Closing, less that number of shares of Parent Common Stock issued as part of the Equity Consideration as shall be obtained by dividing $1,210,000 by the Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Equity Escrow”), and (c) the Restricted Equity Consideration shall be distributed to the Sole Member on behalf of the Company as soon as practicable after the Closing and in any event within two (2) business days of the Closing, less that number of shares of Parent Common Stock issued as part of the Restricted Equity Consideration as shall be obtained by dividing $255,000 by the Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Restricted Equity Escrow” and together with the Equity Escrow, the “Stock Escrow”).
Distribution of Purchase Price. Buyer acknowledges that, at any time after Closing, Seller may distribute the Purchase Price to its limited partners. Buyer hereby consents to any such distributions and waives and releases any claims or causes of action against Seller, its current or future Affiliates or any other Person directly or indirectly resulting from such distribution, including any claim or cause of action (a) asserting that such distribution is invalid, or seeking to declare such distribution to be fraudulent, a fraudulent conveyance or a preference, (b) to set such distribution aside and/or (c) to require such distribution to be repaid to Seller or any other Person under any bankruptcy Law, state or federal Law, common Law or any equitable theory.
Distribution of Purchase Price. At the Closing the Cash Consideration shall be paid to an account maintained by Xxxxxxxx & Worcester LLP, for the benefit of the Company, less $600,000 which, while deemed paid to the Company and distributed to the Stockholders, shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Cash Escrow). For purposes of administrative convenience only, the Equity Consideration (less the amounts distributable to Harniman under Section 1.5(b)) shall be distributed to the Stockholders on behalf of the Company in the proportion specified on Schedule 1.5 as soon as practicable after the Closing and in any event the stock certificates representing such Equity Consideration will be distributed within two (2) business days of the Closing, less that number of shares of Parent Common Stock issued as part of the Equity Consideration as shall be obtained by dividing $700,000 by the Closing Market Price which, while deemed paid to the Company and distributed to the Stockholders, shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Stock Escrow).
Distribution of Purchase Price. Seller and the Stockholders agree to complete a certification request sent by Buyer upon receipt and distribution of the Purchase Price, attesting to the allocation and distribution as contemplated in Section 3.4 and Section 4.28 and shall provide Buyer with reasonable access to any and all books and records in order to verify such certification.
Distribution of Purchase Price. Each of the Shareholders acknowledges and agrees that such Shareholder will not receive any payments from Buyers under this Agreement. Buyers assume no responsibility for the amounts paid or payable by Sellers to the Shareholders in connection with proceeds received by Sellers pursuant to this Agreement, including the amount, timing or calculation of any payments made in connection with Sellers’ Employee Plans, the distribution percentages set forth on Annex I, or allocation of distributions made by DSI to the Continuing Shareholders of the payment received pursuant to Section 3.4. Each of the Shareholders releases Buyers from any Liability with respect to such payments and agrees not to seek payment of any such amounts directly from Buyers.
Distribution of Purchase Price. Notwithstanding anything to the contrary contained in this Agreement or otherwise, pursuant to the terms of the Escrow Agreement, on the Closing Date the Escrow Agent shall deliver to the Company $2,100,000 of the Purchase Price, less payment of reasonable legal fees associated with the preparation of this agreement.
Distribution of Purchase Price. The Purchase Price shall be dispersed and distributed to each of the Vendors on the Closing Date as follows: shall be paid y or on behalf of the Purchaser by wire transfer , and One Million Three Hundred Twenty
Distribution of Purchase Price. Immediately after the Closing Date, but in any event by no later than three (3) Business Days following the Closing Date, HK Seller shall distribute the Closing Date Cash Payment to each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers. Each Seller shall use the portion of the Closing Date Cash Payment received by such Seller to pay in full all amounts due as of the Closing Date or the date of such payment, if later, to any contract manufacturers of Sellers, or any other Person, holding or in possession of any Transferred Assets (including any Tooling), and such additional amount owing to any such Person as such Person may require to release possession of such Transferred Assets, by no later than three (3) Business Days after the Closing Date. From and after the Closing Date, each Seller agrees that it shall pay in full all amounts owed to any contract manufacturers of Sellers, or any other Person, holding or in possession of any Transferred Assets (including any Tooling), and such additional amount owing to any such Person as such Person may require to release possession of such Transferred Assets, when and as they come due.
Distribution of Purchase Price. Attached hereto as Exhibit 4.30 is a sample of the distribution of the Purchase Price (the “Sample Distribution”) that assumes: (i) certain closing prices of Parent Common Stock (although Company acknowledges that actual Parent Common Stock price and amount of shares of Parent Common Stock will be determined in accordance with Sections 1.7 and 1.116 above), (ii) full payment of all Escrow Claims Funds and the Contingent Cash Consideration to the Company Equity Holders (although Company acknowledges that the actual payment of the Escrow Claims Funds and Contingent Cash Consideration shall occur in accordance with Sections 2.10 and 2.11 above), and (iii) the payment of certain other expenses from the Purchase Price. The formula set forth in the Sample Distribution with respect to how such funds are distributed to the Company Equity Holders is true, correct and accurate, and is in accordance the Operating Agreement and applicable law; provided however, Company makes no representation as to the accuracy of assumptions (i), (ii) and (iii) above that appear in the Sample Distribution.
Distribution of Purchase Price. Notwithstanding anything to the contrary contained in this Agreement or otherwise, pursuant to the terms of the Escrow Agreement, on the Closing Date the Escrow Agent shall deliver to the Company $110,000 of the Purchase Price, and the remainder of the Purchase Price shall be delivered by the Escrow Agent to the Company promptly (within one (1) business day) of the filing with the Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 10-K”), provided such filing is made on or prior to 4:30 P.M. on May 18, 2009 and if the 2008 10-K is not filed by such date the Subscribers shall have the right to direct the Escrow Agent to return the balance of the Purchase Price to the applicable Subscribers.
