1Preliminary Consideration Sample Clauses

1Preliminary Consideration a. The aggregate consideration payable by Buyer and its designees (if any) to Seller, US Seller, German Seller and Peruvian Seller for the Shares, the US Sale, the German Property Sale and the Peruvian Business Sale in accordance with Section 3.5.3(a) (the Preliminary Consideration) shall be equal to: i. USD 1,500,000,000; ii. plus the Estimated Net Debt (it being understood that, in accordance with the Preparation Guide, Debt is expressed as negative number and, thus, if Debt is greater than Cash, Net Debt will be a negative number and Net Debt is, in such case, to be deducted from the USD amount under subsection (i) above); iii. plus the Estimated Net Working Capital; and iv. minus the Net Working Capital Target Amount. b. The Preliminary Consideration shall be adjusted in accordance with Sections 2.4 and 2.8.