Provisional Purchase Price Sample Clauses

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”). (b) The Provisional Purchase Price will be adjusted by substituting the Preliminary EBITDA with the combined EBITDA for the Companies as of the twelve (12) month period ending on December 31, 2008 (the “Final Closing Date EBITDA”). The Final Closing Date EBITDA will be inserted into the formula used to determine the Provisional Purchase Price set forth in Schedule 2.2(a) of the Disclosure Schedule (plus/less the appropriate adjustments to the provisional and agreed adjustments as shown in Schedule 2.2(a) of the Disclosure Schedule) and the resulting amount shall be the “Adjusted Purchase Price.” If the Adjusted Purchase Price is more than the Provisional Purchase Price, Buyer shall pay such difference to Seller; and if the Adjusted Purchase Price is less than the Provisional Purchase Price, Seller shall pay such difference to Buyer. Payment of the aforementioned difference shall be made as set forth in Section 2.8. (c) Seller shall prepare a provisional Final Closing Date EBITDA as per Schedule 2.2(a) of the Disclosure Schedule based upon the financial statements of the Companies as of December 31, 2008 duly audited by the Accountants. Seller shall deliver such provisional Final Closing Date EBITDA to Buyer for review no later than ninety (90) days of the Closing Date. Upon receipt, Buyer may request its advisors to analyze the books and records of the Companies in any manner that Buyer or its advisors deem reasonably necessary and prepare a report containing Buyer’s detailed observations and estimates, if any, on such provisional Final Closing Date EBITDA (the “Final Closing Date EBITDA Determination”). A copy of the ...

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: (i) the Cash of the Company at Completion (the “Estimated Cash”); (ii) the Financial Debt of the Company at Completion (the “Estimated Financial Debt”); (iii) the Working Capital of the Company at Completion (the “Estimated Working Capital”); established, in accordance with the Accounting Methodology and consistent with past practices and with the assistance of the Sellers’ Accounting Firm, in the format set forth in Schedule 3.2, together with all supporting details of how the estimated amounts were calculated. The Pre-Closing Notice shall also indicate the provisional Purchase Price, based on the amounts above (the “Provisional Purchase Price”) and shall be equal to 120,000,000 (one hundred and twenty million) euros (the “Enterprise Value”): (i) minus the Estimated Financial Debt; (ii) plus the Estimated Cash; and (iii) plus the amount of any excess of the Estimated Working Capital above the Working Capital Target Ceiling; or (iv) minus the amount of any shortfall of the Estimated Working Capital below the Working Capital Target Floor. For avoidance of doubt, if the Estimated Working Capital is equal to an amount between the Working Capital Target Floor and Working Capital Target Ceiling, inclusive, there will be no adjustment to Purchase Price.

Provisional Purchase Price. In the event that the Net Working Capital as of the close of business on the business day immediately prior to the Closing Date (the “Closing Net Working Capital”) shall be less than the Minimum Target Net Working Capital, then the Purchase Price shall be decreased dollar-for-dollar by the amount of such difference. In the event that the Closing Net Working Capital shall be greater than the Maximum Target Net Working Capital, then the Purchase Price shall be increased dollar-for-dollar by the amount of such difference. Any such downward or upward adjustment shall be referred to as herein as the “Net Working Capital Adjustment.” “Net Working Capital” shall be determined by subtracting current liabilities to be assumed by Buyer (consisting of accounts payable, accrued expenses, provisions for taxes, operating lines of credit, short term notes payable relating to operating expenses but excludes all debt related to capital assets), if any, from current assets to be acquired by Buyer (consisting of cash and cash equivalents, accounts receivable, notes receivable, advances to drivers, inventory and pre-paid expenses). Not more than six and not less than three business days prior to the Closing, Sellers shall prepare and deliver to Buyer a pro forma statement (the “Sellers’ Pre-Closing Statement”) setting forth Sellers’ proposed pro forma determination of the provisional Net Working Capital Adjustment as of Closing. Sellers’ Pre-Closing Statement shall be accompanied by the appropriate documentation setting forth Sellers’ pro forma determination and calculation of the provisional Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the provisional Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Sellers’ Pre-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP, other than with respect to the recording of the Company’s deferred tax liability. Buyer shall have the right to challenge the calculations set forth in, or the content of, Sellers’ Pre-Closing Statement if Buyer believes in good faith that any calculations or content is in error. Buyer and Sellers’ Representative shall, in good faith, attempt to resolve any dispute with respect to Sellers’ Pre-Closing Statement prior to the Closing Date. If such dispute is not resolved at or prior to the Closing, the Closing shall p...

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. 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.