Company Consideration. The Company shall: 2.1.4.1 Sell, convey, and transfer the First Closing Shares to Purchaser; 2.1.4.2 Accept all of Purchaser’s right, title, and interest, and fully assume all of Purchaser’s liabilities and obligations under, the West Riverside Purchase Agreement, pursuant to the terms and conditions of the Assignment Agreement. Without limiting the generality of the foregoing, the Company shall be responsible to pay all amounts owed to the West Riverside Sellers as set forth in the West Riverside Purchase Agreement; 2.1.4.3 Consummate the transactions contemplated by the West Riverside Purchase Agreement; and 2.1.4.4 Reimburse Purchaser for (a) all costs and expenses owed by Purchaser to third-parties (including, but not limited to, legal, accounting, title, and surveying consultants) incurred in connection with the West Riverside Purchase Agreement, and (b) the One Hundred Thousand Dollar (USD$100,000) deposit paid by Purchaser under the West Riverside Purchase Agreement, the total of the foregoing amounts (a) and (b) not to exceed Two Hundred Thousand Dollars (USD$200,000).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Empire Water CORP), Stock Purchase Agreement (Basin Water, Inc.)