Amount and Form of Purchase Price. The aggregate purchase price to be paid to the Sellers in consideration of the Purchased Equity Interests and the Acquired Assets will consist of:
(a) $1,950,000,000 in cash, plus the Estimated Closing Adjustment (if the Estimated Closing Adjustment is positive) or minus the absolute value of the Estimated Closing Adjustment (if the Estimated Closing Adjustment is negative) (the “Closing Payment”), subject to the adjustments set forth in Section 2.3 (the “Purchase Price”); and
(b) the assumption by Purchaser or the applicable Purchaser Designee(s) as of the Closing of the Assumed Liabilities.
Amount and Form of Purchase Price. Buyer shall pay the Purchase Price in the following amounts and form:
(a) an amount in cash equal to $798,600,000; provided, however, that (i) such amount shall be increased on a dollar- for-dollar basis by an amount equal to all principal payments on the Capital Leases and all payments on the Operating Leases as set forth on Schedule 2.2(a) that are actually made by Sellers on or after December 31, 2002 through the Closing Date (the "Amortization Amount"), (ii) if the Bankruptcy Court determines, pursuant to the procedures set forth in the Bankruptcy Sale Order or otherwise, that the aggregate Cure Costs required to be paid in connection with the assumption and assignment of the Acquired Contracts set forth on Schedule 1.6(c) exceeds $40,108,345, then such amount shall be reduced by the amount of such excess, (iii) if the outstanding principal amount under the DIP Facility as of the Closing Date (the "DIP Payoff Amount") as set forth in the Liabilities Certificate is less than $280,720,962, then such amount shall be decreased by the shortfall and (iv) such amount shall be decreased on a dollar-for-dollar basis by an amount equal to any indebtedness of any Seller assumed by Buyer in accordance with Section 1.6(f) under either (x) the Loan and Security Agreement, dated as of November 18, 1999, between Columbus Coatings Company and Columbus Steel Facility, LLC, as amended from time to time in accordance with its terms (the "CCC Loan") or (y) the Credit Agreement, dated as of March 14, 1996, among Chicago Cold Rolling, LLC, the Lenders named therein and Bank of America, N.A. (f/k/a Nationsbank, N.A.), as Agent (the "CCR Loan");
(b) an amount in cash, not to exceed $36,000,000, equal to the Payroll Liabilities, as such amount is set forth in the Liabilities Certificate;
(c) subject to Section 2.3, $120,000,000, which ISG shall cause to be paid, as follows: (i) $40,000,000 on the 15th day after the Closing Date, (ii) $40,000,000 on the 45th day after the Closing Date and (iii) $40,000,000 on the 75th day after the Closing Date; and
(d) a number of shares of ISG Class B Common Stock equal to the quotient obtained by dividing (i) $15,000,000 by (ii) (x) in the event that ISG completes a private placement of ISG Class B Common Stock on or prior to the Closing Date, the per share price used in such private placement or (y) in the event that ISG does not complete such a private placement on or prior to the Closing Date, $92,500 (such shares, and any shares of ISG Co...
Amount and Form of Purchase Price. The aggregate consideration to be paid by the Purchaser Companies to the Seller Companies in consideration of the Purchased Assets (the “Purchase Price”) will consist of:
(a) $36,600,000 (the “Closing Payment”), subject to the adjustments set forth in Section 2.3, to be paid in the manner and at the time set forth in Section 2.2; and
(b) the Earnout Amounts, to be paid in the manner and at the times set forth in Section 2.4; provided that, under no circumstances, other than an adjustment of the Purchase Price pursuant to Section 2.3, shall the total Purchase Price exceed an aggregate amount of $51,600,000 (the “Maximum Purchase Price Amount”).
Amount and Form of Purchase Price. The aggregate purchase price to be paid by Purchaser in consideration of the Purchased Assets (the “Purchase Price”), will consist of (1) (x) $12,250,000 in cash, plus (y) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital, minus (z) the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital (such amount, the “Closing Purchase Price”) and (2) the assumption by Purchaser as of the Closing of the Assumed Liabilities.
Amount and Form of Purchase Price. The aggregate purchase price to be paid to the Seller in consideration of the Acquired Assets will consist of:
(a) [***] in cash, to be paid in quarterly installments of [***] (each installment, a “Quarterly Amount”) pursuant to Section 2.2 (the sum of all such payments, the “Purchase Price”); and
(b) the assumption by Buyer as of the Closing of the Assumed Liabilities.
Amount and Form of Purchase Price. The purchase price for the Subject Property (hereinafter, "the Purchase Price") shall be One Million Eight Hundred Twenty-Five Thousand Dollars ($1,825,000.
Amount and Form of Purchase Price. The aggregate purchase price to be paid to Parent, on behalf of Sellers, in consideration of the Purchased Equity Interests will be $593,000,000 in cash (the “Base Purchase Price”), plus the Estimated Closing Adjustment (if positive) or minus the absolute value of the Estimated Closing Adjustment (if negative) (the “Closing Payment”), subject to the adjustments set forth in Section 1.4 (the Closing Payment, as so adjusted, the “Purchase Price”).
Amount and Form of Purchase Price. The aggregate consideration to be paid by Purchaser and the Subsidiary Purchasers to Seller in consideration of the Purchased Shares and the Purchased Assets (the "Purchase Price") will consist of:
(a) $320,000,000 minus the Estimated Other Adjustment Amount (the "Closing Payment"), subject to the adjustments set forth in SECTIONS 2.3 and 2.4, to be paid in the manner and at the time set forth in SECTION 2.2; and
(b) The assumption by Purchaser, or the Subsidiary Purchasers, of the Assumed Liabilities on and as of the Closing Date.
Amount and Form of Purchase Price. The aggregate consideration to be paid by Purchaser to Seller in consideration of the Acquired Assets (the “Purchase Price”) is:
(a) $1.00 (the “Closing Payment”); and
(b) The assumption by Purchaser of the Assumed Liabilities.
