Common use of Purchase Price; Delivery of Funds Clause in Contracts

Purchase Price; Delivery of Funds. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a balance sheet of the Business prepared in accordance with GAAP and consistent with the policies and practices of Seller in the preparation of the Balance Sheets to the extent consistent with GAAP and a statement setting forth Seller’s good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall quantify in reasonable detail the estimates of the items constituting Estimated Closing Working Capital to the extent practicable, in accordance with the terms of this Agreement, the Accounting Principles and Exhibit A. Exhibit A contains a sample calculation of Estimated Closing Working Capital, assuming a Closing Date of May 31, 2016. (b) At the Closing, Buyer shall make the following payments: (i) to Seller, in consideration for the sale and transfer by Seller and the Seller Group of the Shares and the Purchased Assets, the Cash Amount, such payment to be made by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer at least two Business Days prior to the Closing; (ii) to Deerfield, on behalf of the Seller Group, all amounts necessary to discharge fully the then-outstanding balance of the Debt Amount by wire transfer of immediately available funds in accordance with payoff instructions sent by Seller in writing to Buyer at least two Business Days prior to the Closing; and (iii) to MidCap, on behalf of the Seller Group, the MidCap Amount, by wire transfer of immediately available funds in accordance with payoff instructions sent by Seller in writing to Buyer at least two Business Days prior to the Closing.

Purchase Price; Delivery of Funds. (a) At least three (3) Business Days, but not more than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a balance sheet of the Business prepared in accordance with GAAP and consistent with the policies and practices of Seller in the preparation of the Balance Sheets to the extent consistent with GAAP and Purchaser a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (i) the Closing St. Lucia Working Capital (the “Estimated Closing St. Lucia Working Capital”) and (ii) the Closing Purchased St. Lucia Hydrocarbon Inventory Value (the “Estimated Closing Purchased St. Lucia Hydrocarbon Inventory Value”), which statement shall quantify in reasonable detail the estimates of the items constituting such Estimated Closing St. Lucia Working Capital and such Estimated Closing Purchased St. Lucia Hydrocarbon Inventory Value, in each case calculated, to the extent practicable, in accordance with the terms of this AgreementAgreement and Exhibits C and D, as applicable. During the period after the delivery of the Estimated Closing Statement and prior to the Closing Date, Purchaser shall have an opportunity to review the Estimated Closing Statement and Seller shall cooperate with Purchaser in good faith to mutually agree upon the Estimated Closing Statement if Purchaser disputes any item proposed to be set forth on the Estimated Closing Statement; provided, that, if Seller and Purchaser are not able to reach mutual agreement prior to the Closing Date, the Accounting Principles and Exhibit A. Exhibit A contains a sample calculation of Estimated Closing Working CapitalStatement provided by Seller to Purchaser shall be binding for purposes of this Section 3.1, assuming a Closing Date but not, for the avoidance of May 31doubt, 2016for purposes of Section 3.2. (b) At the Closing, Buyer Purchaser shall make the following payments: (i) pay to Seller, in full consideration for the sale and transfer by Seller and the Seller Group of the Shares Purchased Assets (subject to the adjustments set forth in Section 3.2 and the Purchased AssetsSection 6.17), the Cash AmountInitial Purchase Price, such payment to be made by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer Purchaser at least two Business Days prior to the Closing; three (ii3) to Deerfield, on behalf of the Seller Group, all amounts necessary to discharge fully the then-outstanding balance of the Debt Amount by wire transfer of immediately available funds in accordance with payoff instructions sent by Seller in writing to Buyer at least two Business Days prior to the Closing; and (iii) to MidCap, on behalf of the Seller Group, the MidCap Amount, by wire transfer of immediately available funds in accordance with payoff instructions sent by Seller in writing to Buyer at least two Business Days prior to the Closing. (c) Commencing on the Closing Date, the volume and quality of the Purchased St. Lucia Hydrocarbon Inventory (the “Purchased St. Lucia Hydrocarbon Inventory Count”) shall be assessed by an independent inspector (the “St. Lucia Field Inspector”) appointed by Seller and Purchaser and mutually acceptable to both parties. The Purchased St. Lucia Hydrocarbon Inventory Count shall be conducted in accordance with the procedures set forth in Exhibit C. Seller and Purchaser shall be entitled, at their respective own expense, to have Representatives present for the Purchased St. Lucia Hydrocarbon Inventory Count so long as such Representatives do not interfere with the tasks or responsibilities of the St. Lucia Field Inspector. The parties shall use their respective commercially reasonable efforts to cause the St. Lucia Field Inspector to issue a written report (the “Purchased St. Lucia Hydrocarbon Inventory Report”) to both Seller and Purchaser within five (5) days after the Closing Date setting forth the St. Lucia Field Inspector’s final determination of the volume and quality of Purchased St. Lucia Hydrocarbon Inventory as of the Closing Date. The fees and expenses of the St. Lucia Field Inspector shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Purchaser.