Common use of Preliminary Purchase Price Clause in Contracts

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. The Seller shall prepare and deliver to the Buyer agrees at least five Business Days prior to pay to Sellers at the Closing $82,000,000.00 Date an estimated consolidated balance sheet (the "Preliminary Purchase PricePRELIMINARY CLOSING BALANCE SHEET") for the Company as of the Closing Date (the "PRELIMINARY CLOSING BALANCE SHEET DATE"). As used in this Agreement, the term "BUSINESS DAY" shall mean any day except a Saturday, Sunday or other day on which commercial banking institutions in the City of Dallas are authorized by law or executive order to close. The Preliminary Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles for financial reporting in the United States ("GAAP") applied on a basis consistent with, and following the accounting principles, procedures, policies and methods employed in preparing, the 1997 Financial Statements (as adjusted hereindefined in Section 2.7 hereof), by delivery it being understood that the balances reflected in the Preliminary Closing Balance Sheet shall represent the Seller's best estimates of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. balances 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 shall be released based on the fourth anniversary best information then available. As used in this Agreement, the term "ADJUSTED NET BOOK VALUE" shall mean the consolidated stockholder's equity of the Company as reflected in the Preliminary Closing Date Balance Sheet and Final Closing Balance Sheet, adjusted as follows: (provided that the funds subject to the escrow during the final year i) there shall be included as liabilities of the escrow will be available Company (x) all severance obligations, termination payments or similar liabilities to satisfy an indemnification claim only under Company employees arising as a portion result 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 other than such obligations, payments or liabilities arising out of actions taken by the Buyer or the Company after the Closing Date and state Tax purposes (y) all fees and expenses incurred by the Company in accordance connection with the Allocation Scheduleconsummation of the transactions contemplated hereby; (ii) there shall be deemed to be contributed to the capital of the Company the entire outstanding principal of, and shall not take accrued and unpaid interest on, all intercompany notes and payables of the Company payable to Seller or 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 Affiliate (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).hereinafter defined) which are outstanding

Preliminary Purchase Price. At the Closing, Designated Buyer agrees to shall pay to Sellers at the Closing $82,000,000.00 Seller an amount (the "Preliminary Purchase Price"), ) equal to the Final Purchase Price as adjusted herein, estimated in good faith by delivery Seller on the basis of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. a projected working capital statement of Seller 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 a projected capital expenditure statement of such escrowed funds to be released on the fourth anniversary Seller as of the Closing Date (provided that the funds subject Date, in each case prepared in good faith by Seller and delivered to Designated Buyer not less than five days prior 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 Closing. Designated Buyer shall pay $64,082,000 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 Designated Buyer's promissory note (the "Allocation SchedulePromissory Note"). Each ) substantially in the form of Buyer Exhibit A issued to Seller for the assets associated with Pinole Point Steel Company's business immediately prior to the merger with Colorstrip, Inc. and Seller shall sign and timely submit all necessary forms pay the balance in cash (including IRS Form 8594amounts received from the Escrow contemplated in Article X as partial payment of the purchase price) for the assets associated with the business of Colorstrip immediately prior to report its merger with Pinole Point Steel Company and its total working capital at the transactions contemplated hereby for federal Closing Date. To secure the payment of the Promissory Note, Designated Buyer shall obtain and state Tax purposes deliver to Seller at the Closing a standby letter of credit (the "Letter of Credit") substantially in the form attached to Exhibit A issued by Bank of America NT&SA or other bank reasonably satisfactory to Seller. The Letter of Credit shall be in a face amount equal to the principal amount of the Promissory Note plus the interest that will be due and payable thereon assuming payment of the Promissory Note in accordance with its terms. The Letter of Credit shall (i) be irrevocable, (ii) expire not earlier than thirty days after the final maturity of the Promissory Note; and (iii) permit drawing by Seller upon presentation of Seller's certificate that Seller has not been fully paid in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with terms of 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)Promissory Note.

Preliminary Purchase Price. Buyer agrees No later than five Business Days prior to pay to Sellers at the Closing $82,000,000.00 Date, Sellers’ Representative shall prepare (in consultation and cooperation with Buyer) and deliver to Buyer, together with reasonable supporting calculations used in the "Preliminary Purchase Price")preparation thereof (a) a written statement (subject to the remainder of this Section 2.02, as adjusted herein, by delivery the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimate 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 Adjustment Amount (such escrowed funds to be released on the fourth anniversary of the Closing Date (provided that the funds estimate, subject to the escrow during remainder of this Section 2.02, the final year of “Estimated Adjustment Amount”), calculated in accordance with the escrow will be available to satisfy an indemnification claim only under a portion of Section 12(a)(ii)) (applicable definitions set forth in this Agreement and the "Escrow Agreement") Accounting Principles and (ii) cash the resulting Preliminary Purchase Price, (b) wire transfer instructions for payment of each of (A) the balance Representative Expense Amount, (B) the Company Transaction Expenses and (C) the Closing Cash Payment Amount, (c) a true and complete copy of a Payoff Letter with respect to each item of Payoff Indebtedness and (d) a written election specifying the dollar amount, if any, to be withheld from the Closing Cash Payment Amount for Sellers’ Representative’s expenses (the lesser of $10,000,000 and such specified amount, the “Representative Expense Amount”). In the event that Buyer notifies the Company prior to Closing that it disputes the Company’s estimate of any item on the Estimated Closing Statement or the resulting calculation of the Preliminary Purchase Price payable by wire transfer Price, Buyer and Sellers’ Representative shall cooperate in good faith to resolve any such dispute as promptly as possible and modify any portion of the Estimated Closing Statement or delivery the resulting calculation of other immediately available funds the Preliminary Purchase Price, as directed applicable, to reflect any mutually agreed adjustments thereto. For the avoidance of doubt, no such good faith dispute shall be grounds for any failure of any closing condition to be satisfied or for the Closing to be delayed. In the event that the Payoff Amount in any Payoff Letter or the final amount reflected in any invoice delivered to Buyer pursuant to Section 2.03(b)(viii), respectively, is higher than the amount reflected for such Payoff Amount or invoice in the Estimated Closing Statement, the amount of the Closing Indebtedness or the Company Transaction Expenses, as applicable, reflected in the Estimated Adjustment Amount, shall be automatically increased to reflect such higher amount, unless such increase is waived in writing by Sellers' Representative (consistent with the allocation set forth herein)Buyer. The Estimated Closing Statement (as modified in accordance with this Section 2.02) shall not be final or binding on the Parties other than for purposes of determining 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)Closing Cash Payment Amount.