Examples of Payment Allocation Schedule in a sentence
Each of the Sellers acknowledges and agrees that the Buyer shall be entitled to rely on the Payment Allocation Schedule without independent verification for all purposes hereunder, and that Buyer shall have no liability to any Seller to the extent Buyer relies on such Payment Allocation Schedule.
To the extent any error with respect to a payment or distribution payable pursuant to this Agreement is made as a result of incorrect, incomplete or insufficient information in the Payment Allocation Schedule or otherwise provided by the Company, the Shareholders’ Representative or any of the Sellers, holders of Cashed-Out Warrants, or holders of Vested Options, then the Sellers shall indemnify and hold harmless Buyer, on a several and not joint basis, for any Losses incurred in connection therewith.
Buyer shall purchase from each Seller, and each Seller shall sell to Buyer, all of the Shares held by such Seller as of the Closing, as set forth in the Payment Allocation Schedule, free and clear of all Liens, other than Liens on transfer imposed under applicable Laws, with no payment or other Liability of the Company and/or Buyer therefor or in respect thereof, except as provided herein.
Such Seller acknowledges and agrees that all of the amounts set forth in the Payment Allocation Schedule are true, correct and complete, and this Agreement and the Payment Allocation Schedule set forth such Seller’s entire right to receive payments in respect of such Seller’s Quota.
To see what Rand Water is doing to conserve our wetlands a visit to the Marievale Bird Sanctuary was scheduled for Sunday 23 January.
The Equityholders’ Representative shall be entitled to: (i) rely upon the Closing Equity Payment Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party.
When a Board member is appointed managing director or is assigned executive duties by virtue of any other title, a contract shall be signed between that director and the company, which mustbe previously approved by the Board with the votes in favour of two-thirds of the Board members.
A sample Closing Payment Allocation Schedule is set forth on Schedule I and illustrates the agreed methodology for the allocation of the Initial Closing Consideration and, other than any payments to be made pursuant to the Adjustment Payment Allocation Schedule, the Final Closing Consideration among Sellers.
Pending Claim shall be released to the Paying Agent (for the benefit of and further distribution to the Sellers based upon each such Seller’s Share-Based Payout Percentage and in accordance with the Payment Allocation Schedule) promptly upon resolution or (if applicable) satisfaction of such Pending Claim.
Any balance of the Sellers’ Representative Expense Fund not incurred for purposes of this Section 11.3(c) shall be returned by the Sellers’ Representative to the Sellers on a pro rata basis in accordance with the Adjustment Payment Allocation Schedule and the Closing Payment Allocation Schedule at such time as the Sellers’ Representative may deem appropriate in its reasonable discretion after payment to the Sellers’ Representative of all amounts due to it from the Sellers’ Representative Expense Fund.