Common use of Consideration for the Transferred Assets Clause in Contracts

Consideration for the Transferred Assets. In consideration for the conveyance of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer, in addition to assuming the Assumed Liabilities, will pay to the Seller an aggregate consideration of Five Million and 00/100 Dollars ($5,000,000.00) (the "Purchase Price"). Upon the execution of this Agreement, the Buyer shall deposit the sum of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) with the Seller (the "Signing Deposit"). On March 1, 1997, the Buyer shall deposit the further sum of One Million and 00/100 Dollars ($1,000,000.00) with the Seller (the "Additional Deposit"). The Signing Deposit and the Additional Deposit are herein collectively referred to as the "Deposit." The Deposit shall be secured as provided in Section 1.08 hereof. The balance of the Purchase Price shall be paid at Closing. The total consideration paid by the Buyer to the Seller for the Transferred Assets shall be allocated among the Transferred Assets pursuant to a written allocation mutually agreed to between the Buyer and the Seller prior to the Closing. The Buyer and the Seller shall file all information returns, income tax returns and other similar documents with appropriate taxing authorities, including the Asset Acquisition Statement on Form 8594 required by Section 1060 of the Internal Revenue Code of 1986, as amended, in a manner consistent with such written allocation.