Common use of Amount of Purchase Price Clause in Contracts

Amount of Purchase Price. The consideration payable by Foreland for the purchase (the "Purchase Price") of the Business and Business Assets shall be five million dollars ($5,000,000)(the "Base Price"), plus: (a) the sum of the current assets (except to the extent set forth in Section 3.02), as of May 31, 1998, as determined in accordance with GAAP (except that finished goods inventory will be valued at market), held by Foreland Refining and/or Petrosource Transportation; (b) a negative amount equal to the sum of the current liabilities, as of May 31, 1998, as determined in accordance with GAAP, for which Foreland Refining, Foreland Asset, and/or Petrosource Transportation will continue to be liable subsequent to the Closing, excluding, however, the amount of $470,604 in intercorporate advances from Petro Source Corporation to Petrosource Transportation (which liability shall be paid prior to the Closing Date), and further excluding the current portion of long term liabilities or liabilities under operating leases that are not properly attributable to the period prior to the Effective Date in accordance with GAAP; (c) the sum of all capital contributions made by Petro Source Corporation to Foreland Refining and/or Petrosource Transportation since December 31, 1997 (other than the amount of $470,604 contributed to Petrosource Transportation by Petro Source Corporation prior to the Closing Date to enable Petrosource Transportation to repay the same amount in a current account payable owing to Petro Source Corporation); (d) a negative amount equal to all distributions, other than distributions of Excluded Assets or the cash proceeds of the sale by Foreland Refining of certain of its assets to Foreland Asset as contemplated by Section 3.01, made by Foreland Refining and/or Petrosource Transportation since May 31, 1998; (e) a positive amount equal to capital expenditures made by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, which added to the Business or Business Assets; (f) a negative amount equal to the net proceeds from the sale by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, of portions of the Business or Business Assets; (g) any unpaid portion of the Option Consideration; and (h) 100,000 shares of Foreland Stock (the "Original Shares"), the resale of which by PSC shall be covered by an effective Registration Statement in accordance with Article IX.

Amount of Purchase Price. The As full consideration payable by Foreland for the purchase of the assets as set forth in Section 2 of this Asset Purchase Agreement, Purchaser shall pay or transfer to Seller the following (the "Purchase Price") of the Business and Business Assets shall be five million dollars ($5,000,000)(the "Base Price"), plus:): (a) Twenty-Five Thousand ($25,000) Dollars previously paid, the sum receipt of which is acknowledged. (b) Two Hundred Thousand ($200,000) Dollars by law firm check or certified check payable to Seller on the Contract Date; provided, however, that if Closing does not take place on or before the Closing Date for any reason other than a material breach of this Asset Purchase Agreement by Seller, all of these monies previously paid by Purchaser to Seller shall be retained by Seller. (c) On each of the current assets first, second, and third monthly anniversary of the Contract Date, Purchaser shall pay in cash or by certified check to Seller One Hundred Thousand (except $100,000) dollars; provided, however, that if any of these payments are not made as herein provided or if Closing does not take place on or before the Closing Date for any reason other than a material breach of this Asset Purchase Agreement by Seller, all of these monies previously paid by Purchaser to Seller shall be retained by Seller. (d) Ten Million ($10,000,000) Dollars less the amounts previously paid by Purchaser to Seller pursuant to this Section 3.1 to be paid at Closing as follows: (i) One million ($1,000,000) Dollars to be placed in escrow with Specxxx Xxxox & Xosex, X.C., pursuant to the extent Escrow Agreement as set forth in Exhibit 3.1 to be delivered to Seller on the first anniversary of the Closing Date; (ii) The balance of the Purchase Price less the amount of any adjustments to the Purchase Price as set forth in Section 3.02)3.2 below, as of May 31, 1998, as determined in accordance with GAAP (except that finished goods inventory will be valued at market), held cash or by Foreland Refining and/or Petrosource Transportation; (b) a negative amount equal certified check payable to the sum of the current liabilities, as of May 31, 1998, as determined in accordance with GAAP, for which Foreland Refining, Foreland Asset, and/or Petrosource Transportation will continue to be liable subsequent to the Closing, excluding, however, the amount of $470,604 in intercorporate advances from Petro Source Corporation to Petrosource Transportation (which liability shall be paid prior to the Closing Date), and further excluding the current portion of long term liabilities or liabilities under operating leases that are not properly attributable to the period prior to the Effective Date in accordance with GAAP; (c) the sum of all capital contributions made by Petro Source Corporation to Foreland Refining and/or Petrosource Transportation since December 31, 1997 (other than the amount of $470,604 contributed to Petrosource Transportation by Petro Source Corporation prior to the Closing Date to enable Petrosource Transportation to repay the same amount in a current account payable owing to Petro Source Corporation); (d) a negative amount equal to all distributions, other than distributions of Excluded Assets or the cash proceeds of the sale by Foreland Refining of certain of its assets to Foreland Asset as contemplated by Section 3.01, made by Foreland Refining and/or Petrosource Transportation since May 31, 1998;Seller. (e) In addition to the consideration described in Section 3.1(a) through (d) above, Purchaser will issue to Seller shares of Purchaser's Common Stock in an amount indicated in a positive amount equal written notice from Seller to capital expenditures made by Foreland Refining's predecessor Purchaser which must be delivered to Purchaser prior to the earlier of the Closing Date or Petrosource Transportation between December 31January 15, 1997, and May 31, 19982001, which added to the Business or Business Assets; (f) a negative amount equal to the net proceeds from the sale by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, of portions of the Business or Business Assets; (g) any unpaid portion of the Option Consideration; and (h) 100,000 may not exceed 500,000 shares of Foreland Stock (the "Original SharesShare Consideration"); provided, however, that shares of Purchaser Common Stock received as part of the resale Share Consideration pursuant to this Section 3.1 will be subject to certain transfer restrictions such that any transfer of which by PSC shall such shares must comply with applicable state and federal securities laws, and such shares may not be covered by an effective Registration Statement in accordance with Article IX.transferred without

Amount of Purchase Price. The consideration payable by Foreland purchase price for the purchase (Purchased Assets -------------------------- No. 1 and the "Purchase Price") of the Business Purchased Assets No. 2 to be acquired by Pomeroy and Business Assets PSIS shall be five million dollars ($5,000,000)(the "Base Price"), plusxx xxe sum of: (a) the sum net book value of the current assets (except to the extent set forth in Section 3.02), Fixed Assets as of May the Closing Date (which amount was $1,355,706 as of December 31, 1998, as determined in accordance with GAAP (except that finished goods inventory 2000 and will be valued at market)increased by acquisitions or decreased by dispositions, held by Foreland Refining and/or Petrosource Transportation; (b) a negative amount equal to depreciation and amortization of Fixed Assets in the sum ordinary course of the current liabilities, as of May 31, 1998, as determined in accordance with GAAP, for which Foreland Refining, Foreland Asset, and/or Petrosource Transportation will continue to be liable subsequent to the Closing, excluding, however, the amount of $470,604 in intercorporate advances from Petro Source Corporation to Petrosource Transportation (which liability shall be paid business prior to the Closing Date), and further excluding ; (b) the current portion amount of long term liabilities or liabilities under operating leases that are not properly attributable to the period prior to Vendor Receivable as of the Effective Date in accordance with GAAPClosing Date; (c) the sum value of all capital contributions made the Committed Inventory determined by Petro Source Corporation to Foreland Refining and/or Petrosource Transportation since December 31, 1997 (other than the amount its cost as of $470,604 contributed to Petrosource Transportation by Petro Source Corporation prior to the Closing Date to enable Petrosource Transportation to repay the same amount in a current account payable owing to Petro Source Corporation)Date; (d) $1,000,000.00, to be allocated between Business No.1 and Business No. 2 as agreed by the parties. The purchase price to be paid to the Sellers hereunder by Pomeroy and PSIS, as axxxxxxxle, shall be allocated as set forth on Exhibit F attached hereto. Each Seller and Pomeroy and PSIS agree that xxxx xxall act in a negative amount equal manner consistent with such allocation in (a) filing Internal Revenue Form 8594; and (b) in paying sales and other transfer taxes in connection with the purchase and sale of assets pursuant to all distributions, this Agreement. To the extent that any transactions contemplated herein are not exempt from sales and other than distributions of Excluded Assets or the cash proceeds transfer taxes pursuant to Section 1146(c) of the sale by Foreland Refining of certain of its assets to Foreland Asset as contemplated by Section 3.01Bankruptcy Code, made by Foreland Refining and/or Petrosource Transportation since May 31, 1998; (e) a positive amount equal to capital expenditures made by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997Pomeroy and PSIS shall pxx xxxx sales and other transfer taxes, and May 31, 1998, which added any such costs will not be deducted from the purchase price to be paid to the Business or Business Assets; (f) a negative amount equal to the net proceeds from the sale by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, of portions of the Business or Business Assets; (g) any unpaid portion of the Option Consideration; and (h) 100,000 shares of Foreland Stock (the "Original Shares"), the resale of which by PSC shall be covered by an effective Registration Statement in accordance with Article IXSellers hereunder.

Amount of Purchase Price. The consideration payable by Foreland for the purchase (the "Purchase Price") of the Business and Business Assets shall be five million dollars ($5,000,000)(the "Base Price"), plus: (a) the sum of the current assets (except to the extent set forth in Section 3.02), as of May 31, 1998, as determined in accordance with GAAP (except that finished goods inventory will be valued at market), held by Foreland Refining and/or Petrosource Transportation; (b) a negative amount equal to the sum of the current liabilities, as of May 31, 1998, as determined in accordance with GAAP, for which Foreland Refining, Foreland Asset, and/or Petrosource Transportation will continue to be liable subsequent to the Closing, excluding, however, the amount of $470,604 in intercorporate advances from Petro Source Corporation to Petrosource Transportation (which liability shall be paid prior to the Closing Date), and further excluding the current portion of long term liabilities or liabilities under operating leases that are not properly attributable to the period prior to the Effective Date in accordance with GAAP; (c) the sum of all capital contributions made by Petro Source Corporation to Foreland Refining and/or Petrosource Transportation since December 31, 1997 (other than the amount of $470,604 contributed to Petrosource Transportation by Petro Source Corporation prior to the Closing Date to enable Petrosource Transportation to repay the same amount in a current account payable owing to Petro Source Corporation); (d) a negative amount equal to all distributions, other than distributions of Excluded Assets or the cash proceeds of the sale by Foreland Refining of certain of its assets to Foreland Asset as contemplated by Section 3.01, made by Foreland Refining and/or Petrosource Transportation since May 31, 1998; (e) a positive amount equal to capital expenditures made by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, which added to the Business or Business Assets; (f) a negative amount equal to the net proceeds from the sale by Foreland Refining's predecessor or Petrosource Transportation between December 31, 1997, and May 31, 1998, of portions of the Business or Business Assets; ; (g) any unpaid portion of the Option Consideration; and (h) 100,000 shares of Foreland Stock (the "Original Shares"), the resale of which by PSC shall be covered by an effective Registration Statement in accordance with Article IX.