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. 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. 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. 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. 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. 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 $200,000 of the Purchase Price, less payment of reasonable legal fees associated with the preparation of this agreement.
Distribution of Purchase Price. If Seller elects, Seller may dissolve prior to the Closing, in which event, Seller shall cause its partners to sell the Property to Buyer and the Purchase Price and the closing costs shall be allocated among each of the partners as follows:
1) H&E Mesa Partnership, a general partnership: 54.5% 2) L&F Investments Limited Partnership, an Arizona limited partnership: 40.0% 3) Lloyd Kent, as Trustxx xx xxx EJF Trust U/T/A Dated March 3, 1995: 5.5%
Distribution of Purchase Price. At Closing, the Cash Consideration shall be wired to an account designated by the Company, less $24,600,000 which shall be placed in escrow to satisfy the obligations pursuant to Article XI hereof (the “Cash Escrow).
Distribution of Purchase Price. The Purchase Price shall be distributed among the Sellers according to the relative fair market values of the Purchased Assets sold by each in the manner set forth on Schedule 8.4 hereto.
Distribution of Purchase Price. Under the Stock Option Agreement, the proceeds received by Xxxxxxx from the sale of the Shares to T2 shall be distributed by wire fund transfer, pursuant to joint written instructions from Xxxxxxx and eUniverse to T2 that will be provided prior to the Closing of the Transaction, as follows: forty percent (40%) of the Purchase Price to Xxxxxxx; and sixty percent (60%) of the Purchase Price to eUniverse.
