Consideration and Procedures Sample Clauses
Consideration and Procedures. (i) If Antero Midstream exercises the Water Option by means of delivering a written exercise notice to Contributor, within 30 days following the delivery of such notice to Contributor, Contributor must propose to Antero Midstream, in writing, a purchase price for the Water Assets, which Antero Midstream may accept or reject in its sole discretion. If Antero Midstream rejects such purchase price, Antero Midstream and Contributor shall engage in good faith negotiations to decide upon a mutually agreeable purchase price for the Water Assets.
(ii) If Antero Midstream is unable to agree with Contributor on a mutually acceptable purchase price after good faith negotiations by both Parties pursuant to Section 8.1(b)(i), Contributor will nominate three independent investment banking firms and Antero Midstream will select one of those firms (the “Investment Bank”) to determine the fair market value of the Water Assets. Once the Investment Bank submits its valuation, Antero Midstream will have the right, but not the obligation, to purchase the Water Assets at the price determined by the Investment Bank.
(iii) Antero Midstream may pay the purchase price for the Water Assets in cash or in Common Units. If Antero Midstream elects to pay the purchase price in Common Units, the Common Units will be valued at a 5% discount to the volume-weighted average price of the Common Units during the ten trading days prior to the date of the agreement pursuant to which Antero Midstream is to acquire the Water Assets.
Consideration and Procedures. 1. 1Purchase Price; Payments at Closing
(a) In consideration for the transfer by Sellers to Purchaser of the Acquired Interests, Purchaser shall pay to Sellers an aggregate amount (the “Purchase Price”) equal to (i) the Initial Purchase Price, less (ii) the Initial Purchase Price Adjustment Amount, as adjusted in accordance with Section 1.2, less (iii) the Debt Payoff Amount, and less (iv) the Transaction Expenses (if any), subject to the prorations provided for in Section 6.1.
Consideration and Procedures. (a) The aggregate consideration payable to Seller for the Acquired Property in the applicable territory on each Closing Date shall be an amount equal to (such amount, the “Designated Purchase Price Payment”), in each case for the applicable Territory being transferred (in full) at the applicable Closing: (i) the Applicable Base Amount, plus (ii) the Estimated Seller Proration Amount, if any, plus (iii) the Estimated Closing Existing WIP Site Consideration, if any, plus (iv) the Estimated Closing Cash, plus (v) the Estimated TCF Earn-Out Advancement, if any, and minus (vi) the amount that is the sum of: (A) the Estimated Closing Indebtedness, (B) the Estimated Purchaser Proration Amount, if any, (C) the Estimated Seller Expenses, and (D) the Estimated TCF Shortfall, if any. After each such Closing, the Designated Purchase Price Payment shall be adjusted pursuant to Section 1.5 to calculate the final Purchase Price. As additional consideration for the acquisition of the Purchased Assets at the applicable Closing, Purchaser shall also assume the applicable Assumed Liabilities hereunder, if any. (b)