Common use of Unadjusted Purchase Price Clause in Contracts

Unadjusted Purchase Price. Subject to the Purchase Price Adjustment provided for in Section 1.5 and Section 7.1, in consideration of the Business Conveyance, at the Closing, the Allied Parties shall pay to RSI an "Unadjusted Purchase Price" in immediately available funds in an amount that is equal to $7,400,000 above RSI's investments in and advances to RCMC, RACS and NLLC ("Net Worth") as shown on an "Interim Closing Balance Sheet", with both the Net Worth determination to be made and Interim Closing Balance Sheet to be prepared in good faith, in accordance with generally accepted accounting principles applicable to the United States of America, consistently applied ("GAAP") by RSI and submitted to Allied for review and comment five (5) days prior to the Closing Date. The Interim Closing Balance Sheet shall be based on the financial condition of RACS, RCMC and NLLC as of the most recent month-end for which the RACS, RCMC and NLLC accounting records are closed. If the Unadjusted Purchase Price were calculated based on the Net Worth of RACS, RCMC and NLLC as shown on the March 31, 1997 Balance Sheet of RACS (the "March 31 Balance Sheet") which is attached as Schedule 1.4 - Part 1, the Unadjusted Purchase Price would be $114,500,000 to be allocated as set forth on Schedule 1.4 - Part 2.

Unadjusted Purchase Price. Subject to the Purchase Price Adjustment provided for in Section 1.5 and Section 7.1, in consideration of the Business Conveyance, at the Closing, the Allied Parties shall pay to RSI an "Unadjusted Purchase Price" in immediately available funds in an amount that is equal to $7,400,000 above RSI's investments in and advances to RCMC, RACS and NLLC ("Net Worth") as shown on an "Interim Closing Balance Sheet", with both the Net Worth determination to be made and Interim Closing Balance Sheet to be prepared in good faith, in accordance with generally accepted accounting principles applicable to the United States of America, consistently applied ("GAAP") by RSI and submitted to Allied for review and comment five (5) days prior to the Closing Date. The Interim Closing Balance Sheet shall be based on the financial condition of RACS, RCMC and NLLC as of the most recent month-end for which the RACS, RCMC and NLLC accounting records are closed. If the Unadjusted Purchase Price were calculated based on the Net Worth of RACS, RCMC and NLLC as shown on the March 31, 1997 Balance Sheet of RACS (the "March 31 Balance Sheet") which is attached as Schedule SCHEDULE 1.4 - Part PART 1, the Unadjusted Purchase Price would be $114,500,000 to be allocated as set forth on Schedule SCHEDULE 1.4 - Part PART 2.