Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. At least two (2) Business Days prior to the Closing, the Company shall deliver to Parent an updated Allocation Schedule based on the form attached to this Agreement as Annex B, the final version of which shall be signed by an authorized officer of the Company, setting forth in reasonable detail the information required to be set forth therein, which shall be prepared in accordance with the applicable provisions of the Company’s Organizational Documents and this Agreement, and which shall include the name and address of each Equityholder and, if available the e-mail address of each such Stockholder, the number and series of Outstanding Company Common Shares, Outstanding Company Preferred Shares, and Options held by each Equityholder, and whether any such shares are certificated. The parties and, by virtue of the adoption and approval of this Agreement, the Equityholders hereby acknowledge and agree that Parent and each of its Affiliates shall be entitled to rely on the Allocation Schedule in connection with distributing amounts payable pursuant to this ARTICLE II, neither Parent nor any of its Affiliates shall have any liability or obligation to any Person, including to the Equityholders, in respect thereof except as expressly contemplated by this Agreement (including the payment obligations hereunder), and none of the Stockholders’ Representative or the Equityholders shall make any claim in respect of the allocation of Merger Consideration or WC Adjustment Amount delivered to or for the benefit of any such Person on or after the Closing Date to the extent that such distribution is made in a manner consistent with the Allocation Schedule. In the event of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any portion of the Merger Consideration payable to any Equityholder, the Allocation Schedule will prevail, absent manifest error.

Allocation Schedule. At least two (2) Business Days prior to the Closing, the Company shall deliver to Parent an updated Allocation Schedule based on the form attached to this Agreement as Annex B, the final version of which shall be signed by an authorized officer of the Company, setting forth in reasonable detail the information required to be set forth therein, which shall be prepared in accordance with the applicable provisions of the Company’s Organizational Documents and this Agreement, and which shall include the name and address of each Equityholder and, if available the e-mail address of each such Stockholder, the number and series of Outstanding Company Common Shares, Outstanding Company Preferred Shares, and Options held by each Equityholder, and whether any such shares are certificated. The parties and, by virtue of the adoption and approval of this Agreement, the Equityholders hereby acknowledge and agree that Parent and each of its Affiliates Buyer shall be entitled to rely on, and will have no Liability to any Equityholder for relying on, the Allocation Schedule and other written payment instructions delivered to Buyer by the Company or Equityholders' Representative in making (i) payments of the portion of the Closing Cash Merger Consideration and Equity Consideration payable to each Equityholder as set forth on the Allocation Schedule, (ii) any payments of Additional Merger Consideration calculated based on the Allocated Share, and (iii) any payments of the Forfeited Management Proceeds calculated based on the Allocated Share. The parties acknowledge and agree that payments made in accordance with the Allocation Schedule in connection and other such written payment instructions delivered to Buyer or the Paying Agent by the Company or Equityholders' Representative, will satisfy Buyer's payment obligations hereunder with distributing respect to the Merger Consideration. Subject to actual payment of the amounts owed to the Equityholders pursuant to the terms of this Agreement, Buyer will have no Liability to any Equityholder or to any other Person with respect to any claim that the amounts payable pursuant or paid are incomplete or inaccurate or will have been allocated in any manner other than as set forth in the Allocation Schedule or any other schedule to this ARTICLE IIbe provided hereunder, neither Parent nor and no Equityholder will seek recourse and each Equityholder hereby waives, on behalf of itself and any of its Affiliates, any recourse against Buyer or any of its Affiliates shall have any liability or obligation to any Person, including to the Equityholders, in respect thereof except as expressly contemplated by this Agreement (including the Acquired Companies following the Closing) in connection with any calculation, allocation or payment obligations hereunder), and none of the Stockholders’ Representative or the Equityholders shall make any claim in respect of the allocation of Merger Consideration or WC Adjustment Amount delivered to or for the benefit of any such Person on or after the Closing Date to the extent that such distribution is made in a manner consistent with the Allocation Schedule. In the event of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any portion of the Merger Consideration payable to any Equityholder, the Allocation Schedule will prevail, absent manifest errorhereunder.

Allocation Schedule. At least Attached as Annex H hereto is an allocation schedule (the “Allocation Schedule”) setting forth (i) each Holder’s proportionate interest in the Company and its Subsidiaries, taken as a whole (such Holder’s “Proportionate Interest”), based on the Fully Diluted Shares Outstanding (assuming for such purpose that the AT Lender Conversion has occurred) as of the date hereof and (ii) an illustrative calculation of the Exchange Ratio and an illustrative allocation of Common Merger Consideration among the Holders entitled thereto based on the illustrative amounts set forth in such Annex. Not less than two (2) Business Days prior to the Closing, following the delivery of the Closing Statement, the Company shall deliver to Parent LIVK an updated Allocation Schedule based on the form attached to this Agreement as Annex B, the final version of which shall be signed by an authorized officer of the Company, setting forth in reasonable detail the information required to be set forth thereinAllocation Schedule, which shall be prepared in accordance with updated solely to reflect any changes to the applicable provisions Fully Diluted Shares Outstanding (taking into account the occurrence of the Company’s Organizational Documents AT Lender Conversion) and shall set forth the allocation of the Common Merger Consideration as set forth in the Closing Statement among the Holders entitled thereto. Notwithstanding anything to the contrary in this Agreement, and which shall include the name and address of each Equityholder LIVK and, if available following the e-mail address of each such StockholderClosing, the number and series of Outstanding Company Common Shares, Outstanding Company Preferred Shares, and Options held by each Equityholder, and whether any such shares are certificated. The parties and, by virtue of the adoption and approval of this AgreementSurviving Pubco, the Equityholders hereby acknowledge Surviving Corporation and agree that Parent and each of its Affiliates Subsidiaries, shall be entitled to rely on the Allocation Schedule in connection with distributing amounts payable pursuant to this ARTICLE IIon, neither Parent nor without any of its Affiliates shall have any liability or obligation to any Person, including to investigate or verify the Equityholders, in respect thereof except as expressly contemplated by this Agreement (including the payment obligations hereunder), and none of the Stockholders’ Representative accuracy or the Equityholders shall make any claim in respect of the allocation of Merger Consideration or WC Adjustment Amount delivered to or for the benefit of any such Person on or after the Closing Date to the extent that such distribution is made in a manner consistent with the Allocation Schedule. In the event of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any portion of the Merger Consideration payable to any Equityholdercorrectness thereof, the Allocation Schedule will prevail(including all determinations therein), absent manifest errorand no Holder shall be entitled to any amount in excess of the amounts to be paid to such Holder in accordance with this Agreement and the Allocation Schedule.

Allocation Schedule. At least two (2) Business Days prior to the ClosingPromptly after execution and delivery of this Agreement, the Company shall deliver to Parent an updated Purchaser a draft Allocation Schedule based on the form attached to this Agreement as Annex BSchedule, the final version of which shall be signed by an authorized officer of the Company, setting forth in reasonable detail the Company’s good-faith estimates of the information required to be set forth therein, which shall be prepared in accordance with the applicable provisions of the Company’s Organizational Documents and this Agreement, and which shall include the name and address of each Equityholder Seller and, if available the e-mail address of each such StockholderSeller, the number and series of all shares of Outstanding Company Common Shares, Outstanding Company Preferred Shares, Warrants, and Options held by each EquityholderSeller, and whether any such shares are certificated. The parties Parties and, by virtue of the adoption and approval of this Agreement, the Equityholders Sellers hereby acknowledge and agree that Parent Purchaser and each of its Affiliates shall be entitled to rely on the Allocation Schedule in connection with distributing amounts payable pursuant to this ARTICLE IIArticle 2, neither Parent Purchaser nor any of its Affiliates shall have any liability Liability or obligation to any Person, including to the EquityholdersSellers, in respect thereof except as expressly contemplated by this Agreement (including the payment obligations hereunder), and none of the Stockholders’ Seller Representative or the Equityholders Sellers shall make any claim in respect of the allocation of Merger Closing Date Cash Consideration, Closing Date Stock Consideration or WC Adjustment Amount delivered to or for the benefit of any such Person on or after the Closing Date to the extent that such distribution is made in a manner consistent with the Allocation Schedule. In the event of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any portion of the Merger Consideration payable to any Equityholder, the Allocation Schedule will prevail, absent manifest error.