Preliminary Purchase Price Sample Clauses

Preliminary Purchase Price. Buyers shall have delivered the Preliminary Purchase Price to Sellers pursuant to Section 2.2.

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.

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 “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: 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 Oil and gas properties $ 93,989,761 Asset retirement obligation, long-term $ 835,421 (1) Includes preliminary customary purchase price adjustments. (2) Represents the Deposit paid by the Company to NRO (See Note 3). (3) Represents the estimated fair value of $11.5 million of deferred cash consideration to be paid to NRO over a period of up to 18 months from the date of the Closing. (4) Represents estimated transaction costs associated with the NRO Acquisition which have been capitalized in accordance with ASC 805-50. The consideration will be allocated to the assets acquired and liabilities assumed on a relative fair value basis. The fair value measurements of assets acquired and liabilities assumed, on a relative fair value basis, are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) fut...

Preliminary Purchase Price. 20 (d) Closing.......................................................21 (e) Deliveries at Closing.........................................21 (f) Determination of Closing Date Balance Sheet...................21 (g) Post-Closing Adjustment to Unadjusted Purchase Price..........23 (h) Allocation....................................................24

Preliminary Purchase Price. Subject to the terms and conditions of this Agreement: (i) Buyer agrees to pay to Seller at the Closing $6,142,592 [$5,850,000 plus $292,592] less or plus, as the case may be, the Estimated Net Working Capital Adjustment, if any, by delivery of cash payable by wire transfer or delivery of other immediately available funds. (ii) In order to secure Seller's obligations hereunder and to indemnify Buyer pursuant to this Agreement, Buyer shall deposit on the Closing Date with the Escrow Agent an amount equal to $650,000 by wire transfer to a separate account specified in writing by the Escrow Agent (the "Escrow Fund"), which amount the Escrow Agent shall hold for the benefit of Buyer and Seller pursuant to the terms of this Agreement and the Escrow Agreement. The aggregate amount paid by Buyer pursuant to Sections 2(d)(i) and (ii) is referred to herein as the "Preliminary Purchase Price." The Preliminary Purchase Price shall be subject to adjustment as set forth in Section 2(e) below.

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. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, in consideration for the sale of the Interests (collectively, the “Sale”), Purchaser shall (including as agent for certain of its Affiliates), or shall cause its applicable Affiliate to, pay by wire transfer of immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers, the Preliminary Purchase Price, subject to adjustment pursuant to Section 2.03, in accordance with the allocation among the Interests of the Companies and certain Subsidiaries of the Companies as set forth in Section 2.02 of the Disclosure Schedules (the “Equity Allocation”). The Equity Allocation shall be final, conclusive and binding on Purchaser and Sellers and each of their respective Affiliates.