Closing Date Consideration. At the Closing, upon the terms and subject to the conditions set forth herein, the Buyer shall purchase from the Seller the Transferred Assets in exchange for the Aggregate Consideration as set forth in this Agreement and the assumption of the Assumed Liabilities.
Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall:
Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership shall, in exchange for the Ownership Interests, (i) issue to SCLP [—] OP Units and $[—] dollars, which amount is subject to adjustment as set forth in this Section 1.02 (the “SCLP Consideration”) and (ii) issue to SCGP [ ] OP Units and $[—] dollars (the “SCGP Consideration”; the SCLP Consideration and the SCGP Consideration collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLP, there shall be deducted therefrom an amount equal to the sum of (i) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent” and (ii) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approximately $1,000,000 tenant improvement allowance relating to a tenant at the Cherry Creek Property listed on Exhibit A coming due in 2019 shall not be counted in determining such cash consideration.
Closing Date Consideration. On the Closing Date, the Buyer shall pay to Seller an amount equal to (a) the Total Cash Consideration, less the Deposit and (b) the Stock Consideration (collectively, the “Closing Date Consideration”).
Closing Date Consideration. The purchase price for the Transferred Intellectual Property (the “Purchase Price”) shall be Four Million Three Hundred Thirty Eight Thousand Six Hundred One and 24/100 Dollars ($4,338,601.24). The Purchase Price shall be paid at Closing, in consideration for the sale of the Transferred Intellectual Property to Purchaser and subject to the terms and conditions set forth herein, by cancellation of all obligations owing by Seller to BSC pursuant to (i) the Amended and Restated Secured Convertible Promissory Note dated October 16, 2009 and restated February 2, 2012 in the principal amount of $2,492,931.51, (ii) the Amended and Restated Secured Convertible Promissory Note dated November 17, 2009 and restated February 2, 2012 in the principal amount of $926,893.15 and (iii) the Amended and Restated Secured Convertible Promissory Note dated December 18, 2009 and restated February 2, 2012 in the principal amount of $918,776.58 (collectively, the “Notes”). Accordingly, upon the Closing, all of Seller’s obligations under the Notes shall be cancelled.
Closing Date Consideration. At the Closing, (i) THVG2 shall issue to USP membership interests in THVG2 representing a 51% ownership interest in THVG2 and (ii) THVG2 shall pay to USP cash in the amount of $1,287,275.
Closing Date Consideration. The aggregate consideration payable on the Closing Date by Biota in consideration for all of the outstanding Shares (the “Closing Date Consideration”) shall consist of:
Closing Date Consideration. The Closing Date Consideration payable on the Closing Date by Purchaser in consideration for all of the outstanding Shares shall be paid as follows:
Closing Date Consideration. 2.1(a)(i) Closing Indemnity Shares........................................................................................2.3 Code.......................................................................................................
Closing Date Consideration. On the Closing Date, the Buyer will deliver to the Seller: 3,725,386 shares of Common Stock of the Buyer (the “Common Stock Consideration”);
