Payment and Allocation of Purchase Price. In consideration of the issuance of the Preferred Stock and Warrants on the Closing Date, each Subscriber shall pay to or for the benefit of the Company such Subscriber’s Purchase Price, as set forth on the signature pages hereto. The number of Warrant Shares eligible for purchase by each such Subscriber is set forth on the signature pages hereto. The Purchase Price will be allocated among the components of the Preferred Stock and Warrants so that each component of same will be fully paid and non-assessable.
Payment and Allocation of Purchase Price. (a) Buyer shall pay the Purchase Price to Seller as follows:
Payment and Allocation of Purchase Price. Prime agrees to pay the Purchase Price to PC at the Closing by check, money order or wire transfer of funds, at PC's option. The Purchase Price will be allocated among the Assets in accordance with Schedule 1.5 attached hereto. ARTICLE II Representations and Warranties of PMSI and Prime PMSI and Prime hereby represent and warrant to Moadel and PC, jointly and severally, that each of the following matters is true and correct in all respects as of both the Effective Time and the Closing Date (with the understanding that Moadel and PC are relying materially on such representations and warranties in entering into and performing this Agreement and each of the other contracts, documents, instruments or agreements to be entered into in connection with or as contemplated by this Agreement, all of which, including this Agreement, are collectively referred to as the "Transaction Documents") and which shall survive the Closing: 2.1
Payment and Allocation of Purchase Price. Prime agrees to pay the Cash Purchase Price to VCC at the Closing by check, money order or wire transfer of funds. Payment of the Contingent Consideration (as defined in Section 4.6) shall be governed by the terms of Section 4.6.
Payment and Allocation of Purchase Price. At the Closing, the Partnership shall pay $750,000 (the “Purchase Price”) to MRD as consideration for the GP LLC Interest. The Purchase Price shall be allocated among the assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). The Allocation shall be delivered by the Partnership to MRD within 60 days after the Closing Date for MRD’s approval, which approval shall not be unreasonably withheld. The Partnership and MRD shall work in good faith to resolve any disputes relating to the Allocation. The Partnership and MRD shall file all Tax Returns (as defined in Section 3.3(g)) (including, but not limited to, IRS Form 8594) consistent with the Allocation. Neither the Partnership nor MRD shall take any Tax (as defined in Section 3.3(g)) position inconsistent with such Allocation and neither Partnership nor MRD shall agree to any proposed adjustment to the Allocation by any taxing authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent the Partnership or MRD from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither the Partnership nor MRD shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such Allocation.
Payment and Allocation of Purchase Price. Prime agrees to pay the Purchase Price to PC at the Closing by check, money order or wire transfer of funds, at PC's option. The Purchase Price will be allocated among the Assets in accordance with Schedule 1.5 attached hereto.
Payment and Allocation of Purchase Price. 16 3.1. Initial Purchase Price; Payment.......................16 3.2.
Payment and Allocation of Purchase Price. In consideration of the issuance of the Series A Preferred Stock, Series A Warrants and Additional Investment Rights on the Closing Date, each Subscriber will pay to or for the benefit of the Company such Subscriber’s Purchase Price set forth on the signature pages hereto. The Purchase Price will be allocated among the components of the Series A Preferred Stock, Series A Warrants and Additional Investment Rights so that each component of same will be fully paid and non-assessable.
Payment and Allocation of Purchase Price. In consideration of the issuance of the Preferred Stock and Warrants on the Closing Date, each Subscriber shall pay to or for the benefit of the Company such Subscriber’s Purchase Price, in either cash, Surrendered Notes or a combination thereof, as set forth on the signature pages hereto. The number of Warrant Shares eligible for purchase by each such Subscriber is set forth on the signature pages hereto. The Purchase Price will be allocated among the components of the Preferred Stock and Warrants so that each component of same will be fully paid and non-assessable.
Payment and Allocation of Purchase Price. Subject to the terms and conditions of this Agreement, each of the parties hereto agree that:
