Common use of Purchase Price and Closing Payment Clause in Contracts

Purchase Price and Closing Payment. (a) In consideration for the sale, transfer, conveyance and delivery of the Purchased Shares pursuant to Section 1.1, at the Closing, Buyer shall deliver, or cause to be delivered, subject to Section 2.2, by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing, an amount equal to (a) Seventy-Six Million Dollars ($76,000,000), (b) (x) plus the Estimated Working Capital Excess, if any, or, as the case may be, (y) minus the Estimated Working Capital Deficiency, if any, in each case, as determined in accordance with Section 2.4, subject to subsequent final adjustment using the Final Working Capital Adjustment as provided for in Section 2.5, which shall be payable pursuant to Section 2.5(c) (the aggregate amount of clauses (a) and (b), the “Purchase Price”), (c) minus Retained Indebtedness, (d) minus the Deposit Escrow Amount, (e) minus the Outside Date Extension Amount (if applicable), and (f) minus the Indemnity Escrow Amount, (the aggregate amount of clauses (a), (b), (c), (d), (e) and (f), the “Closing Payment”). At the Closing, the Escrow Agent shall deliver the Deposit Escrow Amount to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing.

Purchase Price and Closing Payment. (a) In consideration for the sale, transfer, conveyance and delivery of the Purchased Shares Interests pursuant to Section 1.1, at the Closing, Buyer shall deliver, or cause to be delivered, subject to Section 2.2, by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing, an amount equal to (a) Seventyequal to Sixty-Six Two Million Dollars ($76,000,00062,000,000.00), (b) as the case may be, either (x) plus the Estimated Working Capital Excess, if any, or, as the case may be, or (y) minus the Estimated Working Capital Deficiency, if any, in each case, as determined in accordance with Section 2.4, subject to subsequent final adjustment using the Final Working Capital Adjustment as provided for in Section 2.5, which shall be payable pursuant to Section 2.5(c) (the aggregate amount of clauses (a) and (b), the “Purchase Price”), (c) minus Retained Indebtednessthe Deposit Escrowed Funds, (d) minus the Deposit Escrow Amount, (e) minus the Outside Date Extension Amount (if applicable), and (f) minus the Indemnity Escrow Amount, and (e) minus the Capital Expenditure Shortfall Amount (if any) (the aggregate resulting amount of from clauses (a), (b), (c), (d), (e) and (fe), the “Closing Payment”). At the Closing, Buyer and Seller hereby instruct the Escrow Agent shall to deliver the Deposit Escrow Amount Escrowed Funds to Seller at the Closing by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing.

Purchase Price and Closing Payment. (a) In consideration for the sale, transfer, conveyance and delivery of the Purchased Shares pursuant to Section 1.1, at the Closing, Buyer shall deliver, or cause to be delivered, subject to Section 2.2, by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing, an amount equal to (a) Seventy-Six Million Dollars ($76,000,000), (b) (x) plus the Estimated Working Capital Excess, if any, or, as the case may be, (y) minus the Estimated Working Capital Deficiency, if any, in each case, as determined in accordance with Section 2.4, subject to subsequent final adjustment using the Final Working Capital Adjustment as provided for in Section 2.5, which shall be payable pursuant to Section 2.5(c) (the aggregate amount of clauses (a) and (b), the “"Purchase Price”"), (c) minus Retained Indebtedness, (d) minus the Deposit Escrow Amount, (e) minus the Outside Date Extension Amount (if applicable), and (f) minus the Indemnity Escrow Amount, (the aggregate amount of clauses (a), (b), (c), (d), (e) and (f), the “"Closing Payment”"). At the Closing, the Escrow Agent shall deliver the Deposit Escrow Amount to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing.

Purchase Price and Closing Payment. (a) In consideration for the sale, transfer, conveyance and delivery of the Purchased Shares Interests pursuant to Section 1.1, at the Closing, Buyer shall deliver, or cause to be delivered, subject to Section 2.2, by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing, an amount equal to (a) Seventy-Six Seventy Million Dollars ($76,000,00070,000,000.00), (b) (x) plus the Estimated Working Capital Excess, if any, or, as the case may be, (y) minus the Estimated Working Capital Deficiency, if any, in each case, as determined in accordance with Section 2.4, subject to subsequent final adjustment using the Final Working Capital Adjustment as provided for in Section 2.5, which shall be payable pursuant to Section 2.5(c) (the aggregate amount of clauses (a) and (b), the “Purchase Price”), (c) minus Retained Indebtedness, (d) minus the Deposit Escrow Amount, (e) minus the Outside Date Extension Amount (if applicable), and (f) minus the Indemnity Escrow AmountAmount and (g) minus the Insurance Premium Difference, (the aggregate amount of clauses (a), (b), (c), (d), (e), (f) and (fg), the “Closing Payment”). At the Closing, the Escrow Agent shall deliver the Deposit Escrow Amount Funds to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing.. EXECUTION VERSION