Preliminary Purchase Price. (a) The parties agree that, based upon the Reference Date Balance Sheet (as defined in SECTION 3.6), the "PRELIMINARY PURCHASE PRICE" shall be $22,500,000 ("INITIAL CASH PORTION") plus the assumption of the Assumed Liabilities.
(b) Prior to Closing the parties will mutually agree upon a balance sheet reflecting the assets and liabilities of the Seller's Business as of the Closing Date (the "ESTIMATED CLOSING DATE BALANCE SHEET"). The Initial Cash Portion shall be adjusted dollar for dollar as follows: (i) with respect to the value of the Transferred Assets (A) upward to the extent the value of the Transferred Assets as reflected on the Estimated Closing Date Balance Sheet ("INTERIM TRANSFERRED ASSETS VALUE") exceeds the value of the Transferred Assets as reflected on the Reference Date Balance Sheet ("INITIAL TRANSFERRED ASSETS VALUE"), or (B) downward to the extent the Interim Transferred Assets Value is less than the Initial Transferred Assets Value; and (ii) with respect to the amount of the Assumed Liabilities (A) downward to the extent the amount of the Assumed Liabilities as reflected on the Estimated Closing Date Balance Sheet ("INTERIM ASSUMED LIABILITIES VALUE") exceeds the amount of the Assumed Liabilities as reflected on the Reference Date Balance Sheet ("INITIAL ASSUMED LIABILITIES VALUE"), or (B) upward to the extent the Interim Assumed Liabilities Value is less than the Initial Assumed Liabilities Value. Such resulting adjusted value shall be referred to herein as the "INTERIM CASH PORTION".
Preliminary Purchase Price. Buyers shall have delivered the Preliminary Purchase Price to Sellers pursuant to Section 2.2.
Preliminary Purchase Price. Buyer agrees to pay to Sellers at the Closing $82,000,000.00 (the "Preliminary Purchase Price"), as adjusted herein, by delivery of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. as escrow agent pursuant to an escrow agreement in form and substance satisfactory to Buyer and Sellers' Representative that provides for one-third of such escrowed funds to be released on each of the first and second anniversary of the Closing Date and one-third of such escrowed funds to be released on the fourth anniversary of the Closing Date (provided that the funds subject to the escrow during the final year of the escrow will be available to satisfy an indemnification claim only under a portion of Section 12(a)(ii)) (the "Escrow Agreement") and (ii) cash for the balance of the Preliminary Purchase Price payable by wire transfer or delivery of other immediately available funds as directed in writing by Sellers' Representative (consistent with the allocation set forth herein). The Preliminary Purchase Price shall be allocated among Sellers as set forth in Section 2(b) of the Disclosure Schedule (the "Allocation Schedule"). Each of Buyer and Seller shall sign and timely submit all necessary forms (including IRS Form 8594) to report the transactions contemplated hereby for federal and state Tax purposes in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with the Allocation Schedule, Buyer and Seller shall allocate the Purchase Price among the individual MB Real Properties and the individual CI Real Properties in accordance with their fair market values as Buyer shall determine, subject to the reasonable agreement of Seller's Representative; provided that Buyer and Seller's Representative shall mutually agree on the allocation of Purchase Price to those stores set forth on Schedule 2(b).
Preliminary Purchase Price. 7 2.3 The Closing............................................. 7 2.4 Deliveries at the Closing............................... 7 2.5
Preliminary Purchase Price. The preliminary allocation of the total Purchase Price in the NRO Acquisition, on a relative fair value basis, is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of the date of the Closing of the transaction using currently available information. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ significantly from the pro forma amounts included herein. The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the date of the Closing of the transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors. The consideration transferred, assets acquired and liabilities assumed by the Company are expected to be initially recorded as follows: Cash consideration (1) $ 74,000,000 Deposit on oil and gas properties (2) 9,000,000 Deferred cash consideration (3) 9,979,340 Direct transaction costs (4) 175,000 Total consideration $ 93,154,340 Oil and gas properties $ 93,989,761 Asset retirement obligation, long-term $ 835,421
(1) Includes preliminary customary purchase price adjustments.
(2) Represents the Deposit paid by the Company to NRO (See Note 3).
(3) Represents the estimated fair value of $11.5 million of deferred cash consideration to be paid to NRO over a period of up to 18 months from the date of the Closing.
(4) Represents estimated transaction costs associated with the NRO Acquisition which have been capitalized in accordance with ASC 805-50. The consideration will be allocated to the assets acquired and liabilities assumed on a relative fair value basis. The fair value measurements of assets acquired and liabilities assumed, on a relative fair value basis, are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) fut...
Preliminary Purchase Price. The “Preliminary Purchase Price” shall equal the sum of the Fiserv Affinity Preliminary Purchase Price, the TIB Preliminary Purchase Price and the Fiserv Brokerage Preliminary Purchase Price.
Preliminary Purchase Price. (a) [The parties hereto have agreed that the value of the Interest as of the Initial Balance Sheet Date is U.S.$ (the “Preliminary Purchase Price”).
(b) The Parent and the Acquiror have agreed, for purposes of determining the Preliminary Purchase Price, that the value, as of the Initial Balance Sheet Date and assuming the prior effectuation of the Reorganization, of all the members’ interests in EI, including the twenty percent (20%) interest to be retained by the Parent, is U.S. $ , representing the agreed value of the Parent’s ownership interests in all the Businesses as of the Initial Balance Sheet Date (the “Preliminary Aggregate Agreed Value”).
(c) The Parent and the Acquiror have agreed as to the allocation of both the Preliminary Aggregate Agreed Value and the Preliminary Purchase Price on a percentage basis among the Subject Companies to the extent indicated on Annex B attached hereto. The allocations of the Preliminary Aggregate Agreed Value are set forth in Column One and the allocations of the Preliminary Purchase Price are set forth in Column Two of Annex B. These allocations of the Preliminary Aggregate Agreed Value and the Preliminary Purchase Price have been separately bargained for at arms’ length by the Parent and the Acquiror and reflect their good faith assessment of the value of the Equity Securities of the Transfer Companies and Intercompany Indebtedness owned or to be owned by the Holding Companies relative to the others.
(d) The Preliminary Purchase Price shall be subject to adjustment at the Closing by the amount of the Purchase Price Adjustment pursuant to Section 2.03.
Preliminary Purchase Price. Subject to the terms and conditions of this Agreement:
(i) Buyer agrees to pay to Seller at the Closing $6,142,592 [$5,850,000 plus $292,592] less or plus, as the case may be, the Estimated Net Working Capital Adjustment, if any, by delivery of cash payable by wire transfer or delivery of other immediately available funds.
(ii) In order to secure Seller's obligations hereunder and to indemnify Buyer pursuant to this Agreement, Buyer shall deposit on the Closing Date with the Escrow Agent an amount equal to $650,000 by wire transfer to a separate account specified in writing by the Escrow Agent (the "Escrow Fund"), which amount the Escrow Agent shall hold for the benefit of Buyer and Seller pursuant to the terms of this Agreement and the Escrow Agreement. The aggregate amount paid by Buyer pursuant to Sections 2(d)(i) and (ii) is referred to herein as the "Preliminary Purchase Price." The Preliminary Purchase Price shall be subject to adjustment as set forth in Section 2(e) below.
Preliminary Purchase Price. The preliminary purchase price ("Preliminary Purchase Price") payable by Manchester to ESI shall equal (i) $2,500,000 by delivery of cash payable by wire transfer or delivery of other immediately available funds (ii) the Intercompany Liabilities payable by delivery of the Manchester Promissory Note and in accordance with Paragraph (d) below; and (iii) assumption of the Assumed Liabilities and (iv) 50% of the Book Value Adjustment, if any, payable by Manchester pursuant to paragraph (d) below.
Preliminary Purchase Price. Based upon the above, the Sellers will calculate in good faith and deliver to the Purchaser the preliminary purchase price (“Preliminary Purchase Price”) for the General Partner Shares and the Limited Partner Interest. The Sellers will communicate in writing to the Purchaser the Preliminary Purchase Price at least 3 (in words: three) Business Days prior to the Closing Date including the good faith calculation of the Preliminary Purchase Price according to the parameters set out in Clause 5.1 to 5.5 and attached hereto as Schedule 5.6.
