Allocated Property definition
Examples of Allocated Property in a sentence
The Units and cash are allocated among the Properties to derive a value for each Property, based upon a Unit value of $9.50, as shown in Schedule B (the "Allocated Property Value").
The aggregate consideration for the Property (the "Exchange Consideration") is Eleven Million Two Hundred Seventy Eight Thousand and xx/100 ($11,278,000.00) Dollars, to be paid by MCRLP in accordance with Section 2.2. The Exchange Consideration shall be allocated among the Property as set forth on Schedule 2.1 (the "Allocated Property Values" and each an "Allocated Property Value").
Sellers shall have the option until two Business Days prior to the Closing Date to cure any Title Defect affecting any Allocated Property that is timely identified under Section 5.3.
The interest being acquired by Buyer in each Well to which a value is separately allocated on Exhibit C is herein called an “Allocated Property” (and two or more such properties are herein called “Allocated Properties”) and such separate value is herein called the “Allocated Value” of such Allocated Property.
The Allocated Value of each Allocated Property represents the value of the interest that Buyer is acquiring in each Well at Closing pursuant to the terms and conditions of this Agreement, which is 50% of Seller’s right, title and interest in each Well.
Seller and Buyer hereby agree that the Purchase Price shall be allocated among the Properties in accordance with the Allocated Property Values.
However, the parties acknowledge that such conveyance and acquisition are subject to the mutual resolution of certain outstanding issues with respect to such Property, including (i) the Allocated Property Value with respect thereto, (ii) whether the transfer will consist all or certain of the Interests in the Constituent Partnership or a transfer of Title to the Property, and (iii) certain qualifications or modifications of the representations and warranties as they relate to such Property.
In the event that Buyer and Sellers do not reach such an agreement by Closing, the affected Allocated Property shall be excluded from the Assets to be conveyed at Closing and the Purchase Price shall be reduced by the Allocated Value of the excluded Allocated Property (an “Environmental Defect Exclusion”).
If CRLP and ▇▇▇▇ are unable to reach an agreement, CRLP may, eliminate any such Real Property from the transaction upon written notice to ▇▇▇▇, and CRLP shall proceed to consummate this transaction provided that the Tainted Property eliminated pursuant to Section 3.4(a) and any Real Property eliminated pursuant to this Section shall in the aggregate constitute less than five (5%) percent of the aggregate Allocated Property Value for the Exchange Property.
If the final determination of the arbiter establishes otherwise, Seller shall retain the excluded Allocated Property or the Wapiti Non-Producing Interest, as applicable, and the Environmental Defect Exclusion shall remain in effect, and subject to Section 5.5(a), above.