Common use of Aggregate Purchase Price Clause in Contracts

Aggregate Purchase Price. (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

Aggregate Purchase Price. (a) The aggregate purchase price for the Company Shares (as may be adjusted pursuant to Sections 1.02(b) through 1.02(h) and 1.05 hereof, the "Aggregate Purchase Price") shall be Fifty Two Million Eighty Five Thousand Dollars ($52,085,000), which amount shall be payable as follows: (i) Thirty Seven Thousand Five Hundred Dollars ($37,500) in cash amount (the "Cash Portion") payable to be paid each Seller in immediately available funds by the Purchaser wire transfer at the Closing shall be to an account designated by each Seller, (ii) Twenty Four Million Three Hundred Twenty Million Thirty Eight Thousand Three Hundred Thirty Three Dollars ($320,000,00024,338,333) minus (the sum "Purchaser Common Stock Portion") payable to each Seller by delivery of newly issued shares (Athe "Non-Escrowed Shares") of common stock of the amount of Net DebtPurchaser, par value $0.01 per share (B) the aggregate amount of all Seller Transaction Expenses "Purchaser Common Stock"), such Non- Escrowed Shares to be delivered to the extent not paid Custodian (as defined in Section 2.02(d)) on behalf of each Seller on the Closing Date, and (iii) Three Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($3,333,333) (the "Escrowed Purchaser Common Stock Portion") payable by delivery of newly issued shares of Purchaser Common Stock (the "Escrowed Shares" and, together with the Non-Escrowed Shares, the "Shares") to the Escrow Agent (as defined in Section 2.11(a)) on the Closing Date. The number of Non-Escrowed Shares and Escrowed Shares that will be deemed equivalent to the value of the Purchaser Common Stock Portion and Escrowed Purchaser Common Stock Portion, respectively, shall be determined by dividing the Purchaser Common Stock Portion and the Escrowed Purchaser Common Stock Portion, respectively, by the average closing price of Purchaser Common Stock for the ten (10) trading day period ending on the trading day immediately prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (Date, such average price being referred to hereinafter as the "Preliminary Purchase Determination Price"); provided. At the Closing, howeverthe Sellers shall deliver to the Purchaser all stock certificates evidencing the Company Shares duly endorsed in blank, one or accompanied by stock powers duly endorsed in blank, in form satisfactory to the Purchaser and one-half percent (1.5%) with all required stock transfer stamps affixed, together with such other customary documents as may reasonably be required by the Purchaser. The Escrowed Shares shall be held by the Escrow Agent on behalf of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") Sellers and Sellers shall be delivered entitled to an escrow agent (which escrow agent shall be a bank receive the Escrowed Shares, or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representativeproceeds thereof as contemplated hereby, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (satisfaction of the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II set forth herein and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule Agreement (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and as defined in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"Section 2.11). (b) As used hereinsoon as practicable after the Determination Period (as defined below), but in no event later than October 9, 2000, the Purchaser shall prepare and deliver to the Sellers an audited balance sheet for the Company as of June 30, 2000 (the "Determination Time") and related statements of income, changes in shareholder's equity and cash flows of the Company (collectively, the "Net Working Capital Adjustment Amount" shall be Determination Financial Statements") for the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."twelve month period ending

Aggregate Purchase Price. The aggregate purchase price (the "Purchase Price") for the Assets is an amount equal to the sum of the following: (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty One Million Sixty Thousand Dollars ($320,000,0001,060,000); plus (b) minus The value of the sum inventory of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to merchandise for resale on the Closing Date that are due is good, saleable and payable turning in the ordinary course of business and comprise a part of the Assets, with the amount of such inventory to be based upon a physical inventory count taken jointly by representatives of Buyer and representatives of Seller on the Closing Date Date, and (C) the aggregate Stock Option Adjustment Amounts value of such inventory to be based upon the manufacturer's list price less cash discounts and manufacturer off invoice allowances available for retail, as reflected on the books and records of the Business (the "Preliminary Purchase PriceInventory") (the value of the Inventory will be estimated by Buyer and Seller for purposes of Closing, and will be finally determined, and adjusted as necessary, by mutual agreement of Buyer and Seller within ten (10) days after Closing); plus (c) The book value of the trade accounts receivable arising from the Business and owned by Seller as of the Closing Date as reflected on the books and records of the Business, but only such trade accounts receivable that are current within their stated terms or, if not current, are otherwise acceptable to Buyer (the "Accounts Receivable"); plus (d) The depreciated book value of any fixed assets of the Business as of the Closing Date that comprise a part of the Assets, as reflected on the books and records of the Business (the "Fixed Assets"); plus (e) Thirty-five thousand dollars ($35,000), representing the agreed upon value of all new, unused totes that were recently acquired by Seller and comprise a part of the Assets; minus (f) One Hundred Twenty Thousand Dollars ($120,000), representing the value, through May 27, 2011, of the accrued but unused vacation time for the employee of Seller being hired by Buyer as of Closing; provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price is subject to reduction in an amount mutually agreed upon by Buyer and corresponding payments Seller to compensate Buyer for any damage to vehicles or other rolling stock comprising a part of the Assets, which damage is identified by Buyer within fourteen (14) days after the Sellers (the "Pro Rata Amount")Closing Date. (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

Aggregate Purchase Price. The aggregate purchase price (the ------------------------ "Purchase Price") for the Assets and the Noncompetition Agreements is Sixty-Six Million Dollars ($66,000,000), plus an amount equal to the sum of the following: (a) The aggregate cash inventory of propane gas (i) located in each SELLER's bulk storage tanks and bobtails on the Closing Date and useable and saleable in the ordinary course of the Business of such SELLER, the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and bobtails (adjusted to 60 degrees Fahrenheit) taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date and priced based upon the lowest wholesale delivered price at which such SELLER could purchase propane on the Closing Date, and (ii) owned by any SELLER and stored in third party storage facilities, and priced based upon (x) the actual cost of (1) up to Two Million (2,000,000) gallons of such inventory that is located at the Marysville, Michigan underground storage facility on the Closing Date and (2) any additional such inventory held by such SELLER to meet the obligations of such SELLER pursuant to long-term contracts described in Section 3.2 hereof, and (y) for all other such inventory, the lower of actual cost or market price at such storage facility on the Closing Date (the "Propane Inventory"). (The Parties recognize that BUYER will be assuming certain Fixed Purchase Contracts for the purchase of propane pursuant to Section 3.2 hereof.); (b) The inventory of gasoline and diesel fuels owned by each SELLER and priced at the lower of actual cost or market price at each facility, and the inventory of parts, equipment held for resale, work in progress and appliances of each SELLER on the Closing Date usable and saleable in the ordinary course of the Business of such SELLER, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date and priced based upon the average cost method for inventory regularly employed by such SELLER in its inventory accounting practices; provided, however, that no amount shall be paid under this Section 3.1(b) for new or used retail customer propane tanks (the "Parts and Appliances Inventory"); (c) Accounts receivable (the "Accounts Receivable") arising from the Business of each SELLER and owned by such SELLER as of the Closing Date that are actually collected within one hundred eighty (180) days after the Closing (the "Accounts Receivable Date"); (d) An amount equal to the sum of the Growth Capital Expenditures incurred by all SELLERS on or after August 1, 1999 and prior to the Closing Date (an itemized list of all Growth Capital Expenditures including the amount of each item from August 1, 1999 to July 31, 2000 is attached hereto as Schedule 3.1(d)), which are hereby approved by BUYER; (e) An amount equal to the pre-paid expenses (such as, for example, customer promotions and deposits for future expenditures) as reflected on the books and records of each SELLER as of the Closing Date to the extent such expenses have been approved in advance and in writing by BUYER to be included for purposes of this Section 3.1(e), including the pre-paid expenses incurred to date as set forth in Schedule 3.1(e) attached hereto; (f) An amount equal to the outstanding balance owed by River Valley Cooperative on the Closing Date under that certain Promissory Note dated January 25, 2000, executed by River Valley Cooperative, less $25,000; (g) An amount equal to the amount calculated in this Section 3.1(g). First, a physical inventory of the number of new (not used) retail customer propane tanks owned by each SELLER on the Closing Date usable and saleable in the ordinary course of the Business of such SELLER shall be taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date. The cost per tank used to value this physical inventory will be the most recent net price per tank paid for by such SELLER. The total value of physical inventory of new tanks on the Closing Date determined above shall be adjusted by the following number "x" to arrive at the total amount paid under this Section 3.1(g). The number "x" shall be equal to Net Purchases minus Net Sets; where, "Net Purchases" is equal to the number of all new (not used) retail customer propane tanks purchased by SELLERS from August 1, 1999 to the Closing Date, minus the number of new tanks sold during such period, in both cases in the ordinary course of business of such SELLER consistent with past practices of such SELLER and consistent with industry practices, and "Net Sets" is equal to the number of retail customer propane tanks installed by SELLERS from August 1, 1999 to the Closing Date, in the ordinary course of business of such SELLER consistent with past practices of such SELLER and consistent with industry practices, minus the number of used tanks picked up from retail customers during such period. If the number of tanks calculated in "x" is negative, then 90% of that number "x" shall be added to the value of the physical inventory of new tanks on the Closing Date to arrive at the total net dollar amount paid for under this Section 3.1(g). If the number of tanks calculated in "x" is positive, then 90% of that number "x" shall be deducted from the value of the physical inventory of new tanks on the Closing Date to arrive at the total net dollar amount paid for under this Section 3.1(g). If the number of tanks calculated in "x" is zero, then the actual physical inventory of new tanks on Closing Date shall be paid with no adjustments. The value per tank to be used in any adjustment for "x" shall be the most recent price paid by SELLER for such tanks. (h) An amount equal to the Purchaser at number of Net Sets (as defined in Section 3.1(g) above) multiplied by the sum of $125, plus an amount equal to the actual cost of all new (not used) tanks purchased by SELLERS, minus the number of new tanks sold by SELLERS during such period, in both cases since August 1, 1999 to the Closing shall be Three Hundred Twenty Million Dollars Date. (An itemized calculation of the sum payable pursuant to this Section 3.1(h) through July 31, 2000 is set forth in Schedule 3.1(h) and is hereby approved by SELLERS and BUYER); (i) An amount equal to $320,000,0001,700 per day for each day between June 30, 2000 and the Closing Date (the "Operating Loss Adjustment"); (j) minus An amount equal to the sum of (A) plus (B), where (A) equals nine percent (9%) of Six Million Dollars ($6,000,000) multiplied by a fraction the amount numerator of Net Debtwhich is the number of days between June 30, 2000 and the Closing Date and the denominator of which is 365, and (B) equals five percent (5%) of Sixty Million Dollars ($60,000,000) multiplied by a fraction the numerator of which is the number of days between June 30, 2000 and the Closing Date and the denominator of which is 365 (the "Purchase Price Increase"); (k) In the event that (A) a SELLER at the time of the Closing has in effect any property or casualty insurance covering the Assets or the Business, and such insurance covers periods subsequent to the Closing, (B) such SELLER cancels such insurance within ten (10) days following the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date Closing, and (C) the aggregate Stock Option Adjustment Amounts policy does not provide for a pro rata refund of such premiums paid by such SELLER, the purchase price shall be increased by an amount equal to (i) minus (ii), where (i) equals the number of days from the Closing Date to the end of the insurance policy period divided by 365 multiplied by the yearly premium paid, and (ii) equals the amount of the insurance premium refunded or to be refunded to such SELLER with respect to such policy; (l) An amount equal to the sum of the deposits referred to in Section 3.2(d) below; and (m) An amount equal to the replacement capital expenditures incurred by SELLERS between June 30, 2000 and the date hereof (and other replacement capital expenditures incurred prior to June 30, 2000) as set forth on Schedule 3.1(m) hereof and hereby approved by BUYER, plus those replacement capital expenditures incurred after the date hereof and prior to the Closing that have been approved in writing by BUYER in advance of the incurrence; and the Purchase Price shall be decreased by an amount equal to the sum of the following: (w) An amount equal to the loss, if any, calculated pursuant to Section 3.2(c) below; and (x) An amount equal to the sum of the customer deposits held by all SELLERS on the Closing Date as determined from the books and records of SELLERS on the Closing Date (the "Preliminary Purchase PriceCustomer Deposits"); provided, however, one and one-half percent and (1.5%y) of An amount equal to the sum of (xi) bonuses assumed by BUYER pursuant to Section 3.3 below and (ii) accrued expenses as of the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (togetherClosing Date, the "Escrow Amount") if any, that BUYER and SELLERS agree in writing shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in assumed by BUYER, including the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as accrued expenses set forth in Schedule 3.1(y), but excluding any unused vacation days; and (i) In the Final Statement minus event that the Target. promissory note negotiated as part of that certain Covenant Not to Compete, dated August 11, 1998 by and among Investors 300, Inc., Xxxxxxx X. Xxxxxx and Xxxxxx Xxxxxx (see Section 9.18 below) is assumed by BUYER, an amount equal to the unpaid principal and accrued interest under such promissory note as of the Closing Date; and (ii) In accordance with Sections 2.7 and 2.8the event BUYER exercises its right to reject certain real estate pursuant to Section 9.15 of this Agreement, the Preliminary Purchase Price shall be (1) increased fair market value of any real estate which is excluded from this sale as determined by the Net Working Capital Adjustment Amountaverage of the values established by two certified real estate appraisers, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased with one appraiser designated by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase PriceSELLER and one appraiser designated by BUYER."

Aggregate Purchase Price. (a) The aggregate cash In consideration for the purchase of the Subject Shares, the amount to be paid payable by the Purchaser at to the Company Stockholders, and to the Company Subordinated Lender to retire the Company Subordinated Note, shall be the aggregate sum of Forty Two Million Two Hundred Thousand ($42,200,000) Dollars, payable in the form of the Closing Cash Payment and Purchase Notes (herein defined), plus the shares of voting common stock, $0.0001 par value per share, of Holdings (the “Holdings Common Stock”) referred to in Section 1.2(a)(iii) below (the “Purchase Price”). Such Purchase Price shall be Three payable as follows: (i) an amount equal to Twelve Million Two Hundred Twenty Million Thousand ($12,200,000) Dollars ($320,000,000) minus the sum “Closing Cash Payment”), payable by wire transfer of immediately available U.S. funds as follows: (A) an amount equal to the amount of Net DebtOutstanding Subordinated Lender Indebtedness to the account designated by the Subordinated Lender in writing on or prior to the Closing Date, and (B) the aggregate an amount of all Seller Transaction Expenses equal to the extent not paid Closing Cash Payment less the Outstanding Subordinated Lender Indebtedness to the account designated by the Company Stockholders in writing on or prior to the Closing Date that are due (which shall be the escrow account of Cowan, DeBaets, Xxxxxxxx & Xxxxxxxx, LLP for purposes of funds flow); (ii) delivery to the Company Stockholders, on a pro rata, pari passu basis, based on their respective ownership interests in the Company as of the Closing, of 8% “Purchase Notes” (as defined below) of Holdings, aggregating Thirty Million ($30,000,000) Dollars in total principal amount and payable on containing the terms and conditions set forth in Section 1.4 below; and (iii) in addition to the Closing Date Cash Payment and the Purchase Notes, the Purchaser shall issue to the Company Stockholders and the Company Subordinated Lender an aggregate of Four Million (C4,000,000) shares of Holdings Class A Common Stock (“Holdings Purchase Shares”) as follows: (A) 135,000 Holdings Purchase Shares to the aggregate Stock Option Adjustment Amounts Subordinate Lender or its designee (the "Preliminary Purchase Price"); provided, however, one representing One and one-half percent 35/100th Percent (1.51.35%) of the sum of Holdings Fully-Diluted Common Stock (xdefined below)) and (B) the Preliminary remaining 3,865,000 Holdings Purchase Price plus (y) Shares to the aggregate Stock Option Adjustment Amounts (togetherCompany Stockholders, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be on a bank or trust company with a branch located pro rata, pari passu basis, based on their respective ownership interests in the City Company as of New York) appointed prior to the Closing by the Stockholders RepresentativeClosing; provided, subject to approval by the Purchaserthat, which approval shall not be unreasonably withheld or delayedsuch Holdings Purchase Shares, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closingaggregate, the Stockholder Representative shall prepare a schedule represent at Closing Forty (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu 40.0%) Percent of the Rollover Options so held) setting forth the respective percentages issued and outstanding shares of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers “Holdings Fully-Diluted Common Stock” (the "Pro Rata Amount"as hereinafter defined). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

Aggregate Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Assets is Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000), plus an amount equal to the sum of the following: (a) The aggregate cash amount to be paid by value of the Purchaser at propane gas inventories of the Business located in Seller’s bulk storage tanks and trucks on the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) Date, with the amount of Net Debtsuch inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken jointly by a representative of Buyer and a representative of Seller on the Closing Date, and the value of such inventory to be based upon the lesser of (Bi) the aggregate amount historical cost of all Seller Transaction Expenses to such inventory computed on the extent not paid prior to same basis as reflected on Seller’s books and records, and (ii) Exxon’s posted price at Apex plus eight cents ($0.08) on the Closing Date; (b) The value of the parts, supplies and appliances inventories of the Business on the Closing Date that are due usable and payable saleable in the ordinary course of the Business of Seller, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer and a representative of Seller on or as soon after the Closing Date as practicable, but in any event within fifteen (15) days after the Closing Date, and the value of such inventory to be based upon the actual cost as reflected on Seller’s books and records; and (c) The amount of the billed and billable accounts receivable arising from the Business of Seller and owned by Seller as of the Closing Date, reduced according to the discount formula set forth on Schedule 3.1 hereto (the “Accounts Receivable”); minus an amount equal to the sum of the following: (x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price")“Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date; provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus and (y) An amount equal to the aggregate Stock Option Adjustment Amounts property and ad valorem taxes (togetherincluding personal property and inventory) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, the "Escrow Amount") shall be delivered which taxes relate, in whole or in part, to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed periods prior to the Closing by Date. In the Stockholders Representative, subject to approval by event the Purchaser, which approval shall amount of any property or ad valorem tax cannot be unreasonably withheld or delayedascertained as of thirty-five (35) days after the Closing Date, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount proration shall be held made on the basis of the preceding year and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the Stockholder Representative shall prepare other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu pro rata basis as of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount")Closing Date. (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

Aggregate Purchase Price. While the redemption transactions and the stock purchase transactions referenced in Sections 1.3 and 1.4 hereof are separate and distinct transactions, it is the intent of the parties that the aggregate consideration paid and received in connection with such transactions equal the remainder of (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars $138,299,924.58, minus ($320,000,000) minus the sum of (A) the amount of Net Debt, (Bb) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to Funded Indebtedness of the Closing Date that are due and payable Company on the Closing Date prior to giving effect to the Closing Transactions, subject to adjustment as provided herein. Such consideration has been and, to the extent of the Aggregate Escrow Amount (as herein defined) and any Final Upward Adjustment (Cas herein defined), will be paid, in the form of (a) cash, (b) transfer to T.W. Xxxxx xxx Bettx Xxxxx xx the Excluded Assets, (c) the execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit G hereto and in an aggregate Stock Option Adjustment Amounts principal amount of $1,582,500 (the "Preliminary Purchase PriceTAX NOTES"); provided, however, one and one-half percent (1.5%) of the sum of (xd) the Preliminary Purchase Price plus execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit H hereto (y) the aggregate Stock Option Adjustment Amounts (together"WORKING CAPITAL ADJUSTMENT NOTES" and together with the Tax Notes, the "PROMISSORY NOTES"), and (e) funding of the Escrow Amount") shall be delivered Account. Because it is impossible for the Company's auditors to prepare and deliver on the Closing Date an escrow agent (which escrow agent shall be a bank or trust company with a branch located audited balance sheet dated as of the Closing Date, the Aggregate Stock Purchase Price and Aggregate Closing Date Redemption Price have been determined using the Estimated Closing Balance Sheet and the adjustment protocols described below and has been paid in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement forms provided below (the "Escrow AgreementESTIMATED AGGREGATE PURCHASE PRICE") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent). Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to As soon as practicable after the Closing, but in all events within forty-five (45) days after Closing, the Stockholder Representative Company's auditors shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments deliver to the Purchase Price parties the Audited Closing Balance Sheet described below and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Estimated Aggregate Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amountadjusted, if required hereunder, using the Net Working Capital Adjustment Amount is a positive integral, or Audited Closing Balance Sheet and the adjustment protocols described below. Such adjusted aggregate purchase and redemption price shall then become the final aggregate purchase price and shall be paid in the forms provided below (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase PriceFINAL AGGREGATE PURCHASE PRICE")."

Aggregate Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Assets is One Hundred Six Million Ninety Thousand Dollars ($106,090,000), plus an amount equal to the sum of the following: (a) The aggregate cash amount to be paid value of the propane gas inventories of the Business (i) located in Seller’s bulk storage tanks and trucks on September 30, 2005, (ii) located in Seller’s yard tanks (i.e., tanks located on the Real Property) on September 30, 2005, (iii) stored by Seller in the Purchaser at Hattiesburg underground storage facility on September 30, 2005, and (iv) located in the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) Xxxxx pipeline and reflected in Seller’s Xxxxx pipeline shipper’s account on September 30, 2005, with the amount of Net Debtsuch inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks for propane gas located therein, (B) upon a reading from the aggregate amount sight gauge, tank scale or other means agreed upon by Buyer and Seller for propane gas in yard tanks, and upon the bailment, detail stock report or similar documentation of all the Hattiesburg underground storage facility and of the Xxxxx pipeline, in each case, determined jointly by a representative of Buyer and a representative of Seller Transaction Expenses on September 30, 2005, and the value of such inventory in Seller’s bulk storage tanks and trucks and in Seller’s yard tanks to be based upon the lowest wholesale delivered price at which Seller could purchase propane on the Closing Date, the value of such inventory in the Hattiesburg underground storage facility to be based upon the price of $0.97 per gallon with respect to the extent not paid prior to first 3.5 million gallons of such inventory and upon the Hattiesburg OPIS daily average for propane on the Closing Date that are due with respect to any such inventory in excess of the first 3.5 million gallons, and payable the value of any such inventory in the Xxxxx pipeline and reflected in Seller’s Xxxxx pipeline shipper’s account to be based upon the Hattiesburg OPIS daily average for propane on the Closing Date plus laid in freight charges incurred by Seller for such inventory; provided, however, Seller will cause there to be at least 3.5 million gallons of propane gas stored by Seller in the Hattiesburg underground storage facility on the Closing Date and will be responsible for any shortfall (C) to the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) extent that there is less than 3.5 million gallons of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located propane gas stored by Seller in the City of New York) appointed prior Hattiesburg underground storage facility on the Closing Date, Buyer may purchase propane gas in an amount equal to the Closing shortfall and Seller thereupon shall reimburse Buyer for an amount equal to the number of gallons so purchased by Buyer multiplied by the Stockholders Representative, subject to approval difference between the price per gallon paid by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative Buyer for such propane and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"$0.97 per gallon). (b) As used hereinThe value of the parts and appliances inventories of the Business on the Closing Date that are usable and saleable in the ordinary course of business, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer and a representative of Seller on or as soon after the Closing Date as practicable, but in any event within thirty (30) days after the Closing Date, and the value of such inventory to be based upon the actual cost as reflected on Seller’s books and records; (c) The amount of the accounts receivable arising from the Business and owned by Seller as of the Closing Date that are actually collected by Buyer during the one hundred eighty (180) days immediately following the Closing Date (the “Accounts Receivable”), and collections received by Buyer during such one hundred eighty (180) day period from a customer who owes money on accounts receivables arising from the Business both before and after the Closing Date will be applied first against those accounts receivables that arose before the Closing Date, and second against those accounts receivables that arose after the Closing Date; (d) An amount equal to the sum of propane deposits of the Business held on account with suppliers on the Closing Date under those of the Assumed Contracts that are for the purchase of propane at a fixed price, as determined by Buyer and Seller from the books and records of Seller on the Closing Date; (e) An amount equal to the sum of the purchase price paid by Seller with respect to each acquisition by Seller of the business and assets of retail propane companies that was closed from July 26, 2005 to the Closing Date plus the out of pocket transaction costs incurred by Seller in making such acquisition, which acquisitions are listed on Schedule 3.1(e) hereto together with, for each such acquisition, the "Net Working Capital Adjustment Amount" closing date, the location of the business and assets acquired, the Person who sold such business and assets, the purchase price paid by Seller, the out of pocket transaction costs incurred by Seller in making such acquisition, and the trailing twelve-month propane gallons sold by the business acquired; (f) An amount equal to the property and ad valorem taxes with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, to the extent such taxes were paid in advance by Seller and relate to periods after the Closing Date; and minus an amount equal to the sum of the following: (w) An amount equal to the sum of the amounts of the remaining payment obligations of Seller as of the Closing Date in respect of various covenants not to compete, which remaining payment obligations are set forth on Schedule 6.12 hereto; (x) An amount equal to the sum of the customer deposits and customer budget payment account credits of the Business held by Seller on the Closing Date as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within five (5) days after the Closing Date (the “Customer Deposits”); (y) An amount equal to the cost and expense actually incurred by Buyer that is attributable to vacation time and sick time provided to employees of the Business who are hired by Buyer and which is furnished by Buyer to said employees with respect to the period commencing on the Closing Date and ending on December 31, 2005, with such amount being documented in the books and records of Buyer; and (z) An amount equal to the property and ad valorem taxes with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, to the extent such taxes relate to periods prior to the Closing Date. In the event the amount of any such tax in Section 3.1(f) or in Section 3.1(z) cannot be ascertained as of the Closing Date, proration shall be made on the difference basis of the preceding year and to the extent that such proration may be inaccurate Seller and Buyer agree to make such payment to the other after the tax statements have been received which are necessary to allocate such taxes properly between Seller and Buyer on a pro rata basis as of the final Net Working Capital Closing Date. The amount as set forth determined pursuant to this Section 3.1 is payable at the times and in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Pricemanner specified in Section 4.3 hereof."

Aggregate Purchase Price. The aggregate purchase price (the "Purchase Price") for the Assets is Forty Nine Million Nine Hundred Ninety Eight Thousand Dollars ($49,998,000.00), plus an amount equal to the sum of the following: (a) The aggregate cash An amount equal to be paid by the Purchaser at value of the inventory of propane gas located in United's bulk storage tanks and trucks as of the close of business on the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) Date with the amount of Net Debt, such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken by United (Bwith Buyer having observation rights) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) priced based upon the aggregate Stock Option Adjustment Amounts cost method for inventory regularly employed by United in its inventory accounting practices (the "Preliminary Purchase PricePropane Inventory"); provided; (b) An amount equal to the value of the inventory of parts and appliances of United as of the close of business on the Closing Date, howeverusable and saleable in the ordinary course of the Business of United, one with the amount of such inventory to be based upon a physical inventory taken by United (with Buyer having observation rights) on June 30, 2003 and onethereafter maintained by United throughout Closing Date in accordance with United's perpetual inventory method, with the value of such inventory at Closing to be based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Parts and Appliances Inventory"); (c) For the accounts receivable arising from the Business of United and owned by United, the amount of which shall be determined from the books and records of United by Buyer and United, as of the close of business on the Closing Date ("Accounts Receivable"): (i) An amount equal to ninety-half five percent (1.595%) of the sum Accounts Receivable which have been due and payable for less than one hundred twenty (120) days prior to Closing Date; (ii) An amount equal to fifty percent (50%) of the Accounts Receivable which have been due and payable for at least one hundred twenty (x120) the Preliminary Purchase Price plus days but less than one hundred eighty (y180) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed days prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement Date; and (the "Escrow Agreement"iii) to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount No amount shall be held payable for Accounts Receivable which are due and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior payable for one hundred eighty (180) days or more prior to the ClosingClosing Date; (d) An amount equal to the cost of all Reimbursable Capital Items purchased by United after May 15, 2003 and prior to the Stockholder Representative shall prepare a schedule Closing Date; and (based upon e) An amount equal to United's cost of sporting event tickets and related expenses listed on Schedule 3.1(e) for events subsequent to Closing Date. minus an amount equal to the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu sum of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."following:

Aggregate Purchase Price. The aggregate purchase price (the ------------------------ "Purchase Price") for the Assets and the Noncompetition Agreements is Seventeen Million Thirty-six Thousand Dollars ($17,036,000), plus an amount equal to the sum of the following: (a) The aggregate cash amount to be paid by the Purchaser at inventory of propane gas (i) located in SELLER's bulk storage tanks and bobtails on the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus Date and useable and saleable in the sum ordinary course of (A) the Business of SELLER, the amount of Net Debt, (B) such inventory to be based upon a reading from the aggregate amount sight gauge located on such bulk storage tanks and bobtails taken jointly by a representative of all Seller Transaction Expenses to the extent not paid prior to BUYER and a representative of SELLER on or as soon after the Closing Date that are due as practicable, but in any event within five (5) days after the Closing Date, and payable priced based upon the lowest wholesale delivered price at which SELLER could purchase propane on the Closing Date and (Cii) owned by SELLER and stored in third party storage facilities, and priced based upon the aggregate Stock Option Adjustment Amounts lower of actual cost or market price at such storage facility (the "Preliminary Purchase PricePropane Inventory"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount").; (b) As used hereinThe inventory of parts and appliances of SELLER on the Closing Date usable and saleable in the ordinary course of the Business of SELLER, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of BUYER and a representative of SELLER on or as soon after the Closing Date as practicable, but in any event within thirty (30) days after the Closing Date, and priced based upon the average cost method for inventory regularly employed by SELLER in its inventory accounting practices (the "Net Working Capital Adjustment Amount" shall be Parts and Appliances Inventory"); (c) Accounts receivable arising from the difference between Business of SELLER and owned by SELLER as of the final Net Working Capital amount as Closing Date that are actually collected within one hundred twenty (120) days following the Closing Date (the "Accounts Receivable"); (d) The capital expenditures set forth in Schedule 3.1(d) at the Final Statement minus --------------- total amount shown therein (the Target. In accordance "Capital Expenditures"); (e) The amount of SELLER's propane deposits on account with Sections 2.7 suppliers on the Closing Date on all of SELLER's outstanding contracts for the purchase of propane at a fixed price (the "Propane Deposits"); and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by an amount equal to the Net Working Capital Adjustment Amount, if following: (y) An amount equal to the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price sum of the customer deposits held by SELLER on the Closing Date as so adjusted shall constitute determined from the books and records of SELLER on the Closing Date (the "Purchase PriceCustomer Deposits"); and (z) An amount equal to the accrued but unused vacation time and sick pay to which employees hired by BUYER will be entitled as of the Closing Date determined in accordance with Section 9.15(a) below, but only with respect to any employee of SELLER who is employed by BUYER but whose employment with BUYER is terminated prior to August 1, 2000 for any reason whatsoever."

Aggregate Purchase Price. The aggregate purchase price (the “Aggregate Purchase Price”) for the Purchased Assets shall be Nine Million Eight Hundred Fourteen Thousand Dollars (9,814,000); provided that, (i) in the event that the Adjustment Amount is greater than zero, the Aggregate Purchase Price shall be increased by the Adjustment Amount and (ii) in the event that the Adjustment Amount is less than zero, the Aggregate Purchase Price shall be decreased by the Adjustment Amount. The Aggregate Purchase Price shall be paid as follows: (a) The aggregate cash amount to be paid by Buyer Group shall pay on behalf of the Purchaser Sellers, via wire transfer or other immediately available funds, the Bank Payoff Amount; (b) The Buyer Group shall, at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus Closing, assume the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Trade Payables Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus Assignment and Assumption Agreements; (c) The Buyer Group shall pay on behalf of the Target. In Sellers, via wire transfer or other immediately available funds, the total Third Party Expenses set forth on Section 2.05 of the Disclosure Schedules (the “Unpaid Third Party Expenses Amount”) (which Schedule shall list all Third Party Expenses and shall specifically confirm that no Third Party Expenses have been paid by Sellers prior to the Closing); (d) The Buyer Group shall deposit the Escrow Amount via wire transfer or other immediately available funds into an account designated by the Escrow Agent, which Escrow Amount shall be held and distributed in accordance with Sections 2.7 the terms of the Escrow Agreement to satisfy any and 2.8all claims made by any members of the Buyer Group or any other Buyer Indemnitee against Sellers pursuant to Article VIII; and (e) The Buyer Group shall pay the balance of the Aggregate Purchase Price to the Sellers at the Closing, via wire transfer of immediately available funds to an account or to the accounts designated in writing by Sellers to Buyer Group no later than two (2) Business Days prior to the Closing Date. For avoidance of any doubt, the Preliminary Aggregate Purchase Price shall be (1) increased paid by the Net Working Capital Adjustment Amount, if Buyer Group by virtue of the Net Working Capital Adjustment Amount is a positive integralBuyer Group paying, or (2assuming, as applicable, the amounts set forth in Sections 2.05(a-e) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Priceabove."