Provisional Purchase Price. In order to determine the Provisional Purchase Price (as hereinafter defined), the Seller shall make a reasonable best estimate of both the amount of the Net Outstanding Indebtedness ("Estimated Net Outstanding Indebtedness") and the Net Working Capital ("Estimated Net Working Capital"). In establishing the amounts of the Estimated Net Outstanding Indebtedness and the Estimated Net Working Capital, the Seller shall take into account the figures in the last monthly accounts of the Industrial Packaging Division, and the Seller shall use a conversion rate which is the European Central Bank fixed rate on the date of its estimate. Ultimately ten (10) days before the Closing Date the Seller shall notify the Purchaser of the amount of the Estimated Net Outstanding Indebtedness and the amount of the Estimated Net Working Capital. The Provisional Purchase Price (the "Provisional Purchase Price") shall be a sum equal to US$ 620,000,000 (six hundred and twenty million US dollars) minus the Estimated Net Outstanding Indebtedness, if it represents a negative amount, or plus the Estimated Net Outstanding Indebtedness, if it represents a positive amount, and shall be increased, if the Estimated Net Working Capital is higher than the Pro Forma Accounts Net Working Capital, or shall be decreased, if the Estimated Net Working Capital is lower than the Pro Forma Accounts Net Working Capital, by the difference between the Estimated Net Working Capital and the Pro Forma Accounts Net Working Capital. If the Provisional Purchase Price for the shares would exceed US $ 620,000,000 (six hundred and twenty million US dollars), the Seller will cause the Company to declare a dividend payable to the Seller in an amount which is equal to the lower of (i) such excess and (ii) the amount of the distributable reserves of the Company in order to reduce the Provisional Purchase Price with the amount of such dividend. The Seller and/or Huhtamaki Finance Oy will make a loan to the Company to the extent there is not sufficient cash in the Company's Group to pay the aforementioned dividend. The amount of such loan will be taken into account by the Seller in calculating and estimating the Estimated Net Outstanding Indebtedness. Schedule 19 sets forth, for purposes of illustration only, hypothetical calculations of the Provisional Purchase Price based on the Pro Forma Accounts as if the Closing Date were December 31, 1999. It is understood that the Purchaser still has to obtain additional comfort,...
Provisional Purchase Price. (a) No later than ten (10) Business Days prior to the Agreed Completion Date, the Sellers’ Agents, acting reasonably and in good faith, shall deliver to the Purchaser a written statement signed by the Sellers’ Agent (the “Pre-Closing Notice”) setting out their reasonable good faith estimate of:
Provisional Purchase Price. In consideration for the Shares, the Buyer shall pay the amount of NOK 2,150 million, (the “Provisional Purchase Price”) an amount which is based upon the projected reference balance sheets of the subsidiaries as of 31.12.2007 attached to the Frame Agreement (the “Reference Balance Sheets”). The Provisional Purchase Price shall be adjusted pursuant to Clause 3.2 below.
Provisional Purchase Price. At the Closing, as payment of a "Provisional Purchase Price," Buyer shall deliver to Seller, by wire transfer of immediately available funds to such bank account(s) as Seller shall designate in writing to Buyer the sum of (a) that portion of the Purchase Price set forth in Section 2.2(a) hereof; plus (b) Seven Million Dollars ($7,000,000).
Provisional Purchase Price. (a) Subject to the potential adjustments described in Sections 2.2(b), 2.6 and 2.7 below, as consideration for the sale, assignment, conveyance, transfer, and delivery of the Purchased Interest, Buyer shall pay to Seller an amount equal to nine million five hundred and ninety seven thousand eight hundred and fifty U.S. dollars ($9,597,850) (such amount, the “Provisional Purchase Price”), which Provisional Purchase Price shall be payable within 14 days as of Closing by wire transfer of immediately available funds to such account(s) as Seller shall designate in writing not less than five (5) days in advance. The Provisional Purchase Price has been calculated in accordance with Schedule 2.2(a) of the Disclosure Schedule, based on the combined EBITDA of the Companies for the twelve month period ending on June 30, 2008 (the “Preliminary EBITDA”).
Provisional Purchase Price. The Provisional Purchase Price for the CAS Non-Profit Rights shall be as set forth on Schedule 1 attached hereto as may be adjusted from time to time by mutual written agreement of the Parties pursuant to good faith arm’s length negotiations. The Parties may, upon mutual consent, upwardly adjust the Provisional Purchase Price based on one or more credible third party valuation opinions reasonably acceptable to CAS (“Final Purchase Price”).
Provisional Purchase Price. On Completion the Buyer must pay to the Seller by Confirmed Electronic Transfer to the Seller's Account an amount equal to the Provisional Purchase Price.
