Preliminary Purchase Price. Buyer agrees to pay to Sellers at the Closing $82,000,000.00 (the "Preliminary Purchase Price"), as adjusted herein, by delivery of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. as escrow agent pursuant to an escrow agreement in form and substance satisfactory to Buyer and Sellers' Representative that provides for one-third of such escrowed funds to be released on each of the first and second anniversary of the Closing Date and one-third of such escrowed funds to be released on the fourth anniversary of the Closing Date (provided that the funds subject to the escrow during the final year of the escrow will be available to satisfy an indemnification claim only under a portion of Section 12(a)(ii)) (the "Escrow Agreement") and (ii) cash for the balance of the Preliminary Purchase Price payable by wire transfer or delivery of other immediately available funds as directed in writing by Sellers' Representative (consistent with the allocation set forth herein). The Preliminary Purchase Price shall be allocated among Sellers as set forth in Section 2(b) of the Disclosure Schedule (the "Allocation Schedule"). Each of Buyer and Seller shall sign and timely submit all necessary forms (including IRS Form 8594) to report the transactions contemplated hereby for federal and state Tax purposes in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with the Allocation Schedule, Buyer and Seller shall allocate the Purchase Price among the individual MB Real Properties and the individual CI Real Properties in accordance with their fair market values as Buyer shall determine, subject to the reasonable agreement of Seller's Representative; provided that Buyer and Seller's Representative shall mutually agree on the allocation of Purchase Price to those stores set forth on Schedule 2(b).
Preliminary Purchase Price. Buyers shall have delivered the Preliminary Purchase Price to Sellers pursuant to Section 2.2.
Preliminary Purchase Price. 7 2.3 The Closing............................................. 7 2.4 Deliveries at the Closing............................... 7 2.5
Preliminary Purchase Price. The “Preliminary Purchase Price” shall equal the sum of the Fiserv Affinity Preliminary Purchase Price, the TIB Preliminary Purchase Price and the Fiserv Brokerage Preliminary Purchase Price.
Preliminary Purchase Price. The preliminary allocation of the total Purchase Price in the NRO Acquisition, on a relative fair value basis, is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of the date of the Closing of the transaction using currently available information. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ significantly from the pro forma amounts included herein. The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the date of the Closing of the transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors. The consideration transferred, assets acquired and liabilities assumed by the Company are expected to be initially recorded as follows: Consideration: Cash consideration (1) $ 74,000,000 Deposit on oil and gas properties (2) 9,000,000 Deferred cash consideration (3) 9,979,340 Direct transaction costs (4) 175,000 Total consideration $ 93,154,340 Assets acquired: Oil and gas properties $ 93,989,761 Liabilities assumed: Asset retirement obligation, long-term $ 835,421
Preliminary Purchase Price. (i) Buyer agrees to pay to Seller at the Closing, for the accounts of the Asset Sellers, the Share Sellers and the Note Sellers, $810,000,000 in the aggregate (the "Preliminary Purchase Price"), by delivery of cash payable by wire transfer or delivery of other immediately available funds. The Preliminary Purchase Price shall be subject to post-Closing adjustment as set forth below in 0.
Preliminary Purchase Price. The Parties have provisionally estimated the amounts of Financial Debt, Cash, Working Capital Shortfall as well as the Shareholder Loans Remuneration to be the amounts set out in Exhibit 3.3 and, based thereon, the amount of the Purchase Price to be EUR 24,961,572.23 (in words: Euro twenty four million nine hundred sixty one thousand five hundred seventy two and twenty three Eurocent). The purchase price estimated pursuant to sentence 1 of this section 3.3 shall hereinafter be referred to as the “Preliminary Purchase Price”.
Preliminary Purchase Price. The preliminary purchase price ("Preliminary Purchase Price") payable by Manchester to ESI shall equal (i) $2,500,000 by delivery of cash payable by wire transfer or delivery of other immediately available funds (ii) the Intercompany Liabilities payable by delivery of the Manchester Promissory Note and in accordance with Paragraph (d) below; and (iii) assumption of the Assumed Liabilities and (iv) 50% of the Book Value Adjustment, if any, payable by Manchester pursuant to paragraph (d) below.
Preliminary Purchase Price. 2.3.1 For the purpose of determining the payment to be made by the Purchaser to the Seller at Closing in consideration for the Sale Shares (the "Preliminary Purchase Price"), the Seller shall prepare in good faith and deliver to the Purchaser before 11.00am on the tenth (10th) Business Day preceding the Closing Date a statement (the "Pre-Closing Statement") setting out (in addition to the items set out in Article 5.3.2 and the Seller’s bank account for payment of the Preliminary Purchase Price and other payments at Closing), the Seller's reasonable estimate of Net Financial Debt and Net Working Capital (respectively the "Estimated Net Financial Debt" and "Estimated Net Working Capital"). The Preliminary Purchase Price shall be equal to:
Preliminary Purchase Price. U.S. Buyer and U.K. Buyer agree to pay to RAHI and RASL at the Closing $3,318,246,371 in the aggregate as consideration for the equity interests of RAAC and the RASL Assets acquired pursuant to the Asset Purchase Agreement, subject to adjustment as set forth below in Sections 2.9(a) and 5.9 (such amount, the “Preliminary Purchase Price”), by delivery of cash payable by wire transfer or delivery of other immediately available funds. The Preliminary Purchase Price shall be subject to post-Closing adjustment as set forth below in Section 2.9(b). The portion of the aggregate amount to be paid by U.S. Buyer to RAHI and the portion of the aggregate amount to be paid by U.K. Buyer to RASL shall be reasonably set forth by Buyer and consented to by Parent, such consent not to be unreasonably withheld or delayed. Buyer shall provide such allocation to Parent not later than forty-five (45) days after the date of this Agreement, and Parent shall be deemed to consent to such allocation if Parent does not object within ten (10) days after receipt of such allocation.
