Common use of Preliminary Purchase Price Clause in Contracts

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. The Seller shall prepare and deliver to the Buyer agrees at least five Business Days prior to pay to Sellers at the Closing $82,000,000.00 Date an estimated consolidated balance sheet (the "Preliminary Purchase PricePRELIMINARY CLOSING BALANCE SHEET") for the Company as of the Closing Date (the "PRELIMINARY CLOSING BALANCE SHEET DATE"). As used in this Agreement, the term "BUSINESS DAY" shall mean any day except a Saturday, Sunday or other day on which commercial banking institutions in the City of Dallas are authorized by law or executive order to close. The Preliminary Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles for financial reporting in the United States ("GAAP") applied on a basis consistent with, and following the accounting principles, procedures, policies and methods employed in preparing, the 1997 Financial Statements (as adjusted hereindefined in Section 2.7 hereof), by delivery it being understood that the balances reflected in the Preliminary Closing Balance Sheet shall represent the Seller's best estimates of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. balances 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 shall be released based on the fourth anniversary best information then available. As used in this Agreement, the term "ADJUSTED NET BOOK VALUE" shall mean the consolidated stockholder's equity of the Company as reflected in the Preliminary Closing Date Balance Sheet and Final Closing Balance Sheet, adjusted as follows: (provided that the funds subject to the escrow during the final year i) there shall be included as liabilities of the escrow will be available Company (x) all severance obligations, termination payments or similar liabilities to satisfy an indemnification claim only under Company employees arising as a portion result 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 other than such obligations, payments or liabilities arising out of actions taken by the Buyer or the Company after the Closing Date and state Tax purposes (y) all fees and expenses incurred by the Company in accordance connection with the Allocation Scheduleconsummation of the transactions contemplated hereby; (ii) there shall be deemed to be contributed to the capital of the Company the entire outstanding principal of, and shall not take accrued and unpaid interest on, all intercompany notes and payables of the Company payable to Seller or 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 Affiliate (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).hereinafter defined) which are outstanding

Preliminary Purchase Price. Buyer agrees (a) No later than five (5) Business Days prior to pay to Sellers at the Closing $82,000,000.00 Date, VPI shall prepare and deliver to Buyer an unaudited combined balance sheet of the WEEMEA Companies and their Subsidiaries as of the end of the immediately preceding month (provided, however that if the Closing Date is prior to the fifteenth day of a month, such unaudited combined balance sheet shall be as of the last day of the month preceding the immediately preceding month) together with a statement setting forth its good faith estimates of the Net Working Capital of the WEEMEA Companies and their Subsidiaries (the "Estimated Net Working Capital"), the Cash Amount (the "Estimated Cash Amount") and the Indebtedness Amount (the "Estimated Indebtedness Amount"), in each case on a combined basis as of the last day of the immediately preceding month (or, if the Closing Date is prior to the fifteenth day of the month, the last day of the month preceding the immediately preceding month), prepared by VPI in accordance with the Closing Balance Sheet Principles and such estimates to be in U.S. Dollars and to include reasonable detail with respect to the calculation of each component thereof. Wherever such estimates require conversion from any foreign currency, such conversion will be made by using the conversion rate for each applicable currency as quoted by Xxxxxxxxx.xxx at 12:00 pm New York time as at the date that the unaudited combined balance sheet was prepared. (b) Upon the terms and subject to the conditions set forth in this Agreement and the Asset Transfer Agreement, at the Closing, Buyer shall pay, or cause to be paid, in consideration for the purchase of the Transferred Shares and the Transferred Assets pursuant to Section 2.1 and Section 2.2, to VPI (or to one or more Subsidiaries designated by VPI) an amount in cash equal to the Preliminary Purchase Price. Following the Closing, the amount required to be paid hereunder shall be adjusted pursuant to Section 3.3 (the Preliminary Purchase Price as so adjusted being the "Final 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. At the Closing, Designated Buyer agrees to shall pay to Sellers at the Closing $82,000,000.00 Seller an amount (the "Preliminary Purchase Price"), ) equal to the Final Purchase Price as adjusted herein, estimated in good faith by delivery Seller on the basis of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. a projected working capital statement of Seller 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 a projected capital expenditure statement of such escrowed funds to be released on the fourth anniversary Seller as of the Closing Date (provided that the funds subject Date, in each case prepared in good faith by Seller and delivered to Designated Buyer not less than five days prior 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 Closing. Designated Buyer shall pay $64,082,000 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 Designated Buyer's promissory note (the "Allocation SchedulePromissory Note"). Each ) substantially in the form of Buyer Exhibit A issued to Seller for the assets associated with Pinole Point Steel Company's business immediately prior to the merger with Colorstrip, Inc. and Seller shall sign and timely submit all necessary forms pay the balance in cash (including IRS Form 8594amounts received from the Escrow contemplated in Article X as partial payment of the purchase price) for the assets associated with the business of Colorstrip immediately prior to report its merger with Pinole Point Steel Company and its total working capital at the transactions contemplated hereby for federal Closing Date. To secure the payment of the Promissory Note, Designated Buyer shall obtain and state Tax purposes deliver to Seller at the Closing a standby letter of credit (the "Letter of Credit") substantially in the form attached to Exhibit A issued by Bank of America NT&SA or other bank reasonably satisfactory to Seller. The Letter of Credit shall be in a face amount equal to the principal amount of the Promissory Note plus the interest that will be due and payable thereon assuming payment of the Promissory Note in accordance with its terms. The Letter of Credit shall (i) be irrevocable, (ii) expire not earlier than thirty days after the final maturity of the Promissory Note; and (iii) permit drawing by Seller upon presentation of Seller's certificate that Seller has not been fully paid in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with terms of 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)Promissory Note.