Common use of Purchase Price Payable at Closing Clause in Contracts

Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Sellers at the Closing for the Cancelled Units shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.2(e)), equal to: (i) the Purchase Price; minus (ii) the Rollover Value; plus (iii) the Estimated Net Working Capital Surplus, if any; plus (iv) the Estimated Closing Cash; minus (v) the Estimated Closing Indebtedness; minus (vi) the Estimated Seller Transaction Expenses; minus (vii) the Advance Amount; minus (viii) the Adjustment Escrow Amount; minus (ix) the Indemnity Escrow Amount; minus (x) the Special Escrow Amount; and minus (xi) the Estimated Net Working Capital Deficiency, if any. The Adjusted Purchase Price shall be allocated among the Sellers in accordance with the Payment Allocation Certificate.

Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Sellers and Additional Sellers at the Closing for the Cancelled Acquired Units shall be an amount in cash, equal to the sum of the following (the “Adjusted Purchase Price”) in cash (), which shall be subject to adjustment following the Closing pursuant to Section 2.2(e2.2(d)), equal to: (i) the Purchase Price; minusplus (ii) the Rollover Value; plus (iii) the Estimated Net Working Capital Surplus, if any; plus (iviii) the Estimated Closing Cash; minus (viv) the Estimated Closing IndebtednessCompany Debt; minus (viv) the Estimated Seller Transaction Expenses; minus (viivi) the Advance Amount; minus (viiivii) the Adjustment Escrow Amount; minus (ix) the Indemnity Escrow Amount; minus (x) the Special Escrow Amount; and minus (xiviii) the Estimated Net Working Capital Deficiency, if any. The Adjusted Purchase Price shall be allocated among the Sellers and Additional Sellers in accordance with the Payment Allocation Certificatedistribution methodology described on Annex 2 hereto (the “Distribution Methodology”) and at the direction of the Seller Representative. Neither Parent nor Buyer shall have any Liability with regard to the apportionment or allocation of the Adjusted Purchase Price among the Sellers and the Additional Seller.