Closing Payment Allocation Schedule definition

Closing Payment Allocation Schedule has the meaning set forth in Section 2.14(a).
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Closing Payment Allocation Schedule means a schedule, prepared by the Company and dated as of the Closing Date, showing (a) the allocation of the Initial Closing Consideration among all Sellers at the Closing as if the Initial Closing Consideration were distributed in accordance with the Operating Agreement; (b) the allocation of the Estimated Closing Cash Consideration to each Seller (rounded to the nearest cent); (c) the allocation of the Closing Stock Consideration to each Seller (rounded down to the nearest share of Counterparty Common Stock); and (d) each Seller’s Post-Closing Pro Rata Share.
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Closing Payment Allocation Schedule shall have the meaning specified in Section 3.02(b).
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Examples of Closing Payment Allocation Schedule in a sentence

  • If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the Closing Payment Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution.

  • The Allocation Schedule shall be reasonable, shall be prepared in accordance with (and to the extent necessary to comply with) Section 1060 of the IRC Code and the applicable regulations promulgated thereunder and shall be consistent with the Closing Payment Allocation Schedule.

  • If Purchaser and Biolase are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) Business Days after the delivery of the Closing Payment Allocation Schedule by Biolase to Purchaser, the Parties shall submit the dispute to the Bankruptcy Court for final resolution.

  • The Purchase Price for the Purchased Assets shall be allocated in accordance with the Closing Payment Allocation Schedule and the Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to the Sellers, and all income Tax Returns and reports filed by Purchaser and Sellers shall be prepared consistently with such methodology.

  • 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.

  • The Closing Payment Allocation Schedule shall be deemed to be a representation and warranty of Valor hereunder made as of the time of delivery.

  • Schedule 3.02(b) (the "Closing Payment Allocation Schedule") (a) identifies the holders of all shares of Company Common Stock, Series A, Series B and vested Company Stock Options and (b) lists the portion of the Closing Payment payable to each such holder.

  • In addition, the Shareholder Representative shall be entitled to: (i) rely upon the Closing Payment Allocation Schedule and any Closing Payment Allocation Schedule Update, (ii) rely upon any signature believed by the Shareholder Representative to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Participating Rights Holder, Founder or other party.

  • In no event shall Holdco be required to make all or any portion of any payment to any Person hereunder unless and until the Closing Payment Allocation Schedule has been delivered by Valor.

  • Within twenty (20) days of the receipt from Holdco of a Milestone Notice which indicates that a Contingent Payment is due, the Shareholder Representative shall deliver to Holdco any updates that the Shareholder Representative deems reasonably necessary to the Closing Payment Allocation Schedule or notify Holdco that no such updates are necessary (such update or such notification, the “Closing Payment Allocation Schedule Update”).

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