Common use of Purchase Price; Escrow Amount Clause in Contracts

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company Shares (the “Purchase Price”) shall equal $30,200,000, (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The Purchase Price shall be divided among Sellers in proportion to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made with the consent of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable in cash at Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing. (b) Purchaser shall pay by wire transfer of immediately available funds to Wxxxx Fargo Bank, N.A., at closing an amount equal to all outstanding obligations owed by the Company to Wxxxx Fargo Bank, N.A. (the “Wxxxx Fargo Payment Amount”). Such funds shall be wired to the account specified in writing by the Sellers at least 48 hours prior to Closing. (c) $250,000 of the Purchase Price (the “Escrow Amount”) shall be placed in escrow pursuant to the terms of the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit B. The Agreement shall provide that the funds shall relate to the remediation, to the reasonable satisfaction of the Purchaser, of all deficiencies in the plant and field compressor permits listed on Schedule 3.11. In the event that the cost of the remediation of such deficiencies is less than the Escrow Amount, upon completion of such remediation, the difference between the cost expended by the Purchaser to undertake such remediation, including all fees, fines and expenses of advisors and counsel, and the Escrow Amount shall be released to Sellers. The parties have agreed that the Sellers will continue to supervise the activities of the third party consultant, Cxxxxxxx & Associates, Austin, Texas, retained by the Company to obtain the necessary plant and field compressor air quality permits listed in Schedule 3.11 from the Texas Commission on Environmental Quality; provided however, that Sellers must consult with and obtain the prior consent of Purchaser (which consent may not unreasonably be withheld) in connection with each step in the permit remediation process before the TCEQ. All expenses of remediation will be submitted by the Sellers to the Purchaser and paid under the terms of the Escrow Agreement.

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company Shares (the “Purchase Price”) At Closing, Sellers shall equal $30,200,000, (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The Purchase Price shall be divided among Sellers in proportion to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made with the consent of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable in cash at Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing. (b) Purchaser shall pay by wire transfer of immediately available funds to Wxxxx Fargo Bank, N.A., at closing an amount equal to all outstanding obligations owed by the Company to Wxxxx Fargo Bank, N.A. (the “Wxxxx Fargo Payment Amount”). Such funds shall be wired to the account specified in writing by the Sellers at least 48 hours prior to Closing. (c) $250,000 of deposit the Purchase Price Escrow Amount with Escrow Agent, which the parties agree, is a reasonable estimate of the Underwritten Tax Differential. Escrow Agent shall deposit the Purchase Price Escrow Amount in a separate escrow account (the “"Purchase Price Escrow Amount”Account") and shall be placed in escrow hold and distribute the Purchase Price Escrow Amount pursuant to the terms of the a separate written escrow agreement which will incorporate the terms set forth in this Section 5.4.14 (the “"Purchase Price Escrow Agreement”) attached hereto as Exhibit B. The Agreement "), the terms of which shall provide that the funds shall relate be agreed upon by Sellers, Purchaser and Escrow Agent prior to the remediationexpiration of the Feasibility Period. The Purchase Price Escrow Agreement when executed by the parties thereto, shall supersede this Section 5.4.14, and this Section 5.4.14 shall no longer control and shall be deemed to be intentionally omitted. If the reasonable Underwritten Tax Differential is greater than the Purchase Price Escrow Amount, then the Escrow Agent shall pay to Purchaser the entire Purchase Price Escrow Amount in full satisfaction of Sellers' obligations pursuant to this Section, and Sellers shall not be required to pay to Purchaser any additional amounts whatsoever in connection with the PurchaserUnderwritten Tax Differential. If, of all deficiencies in on the plant and field compressor permits listed on Schedule 3.11. In other hand, the event that the cost of the remediation of such deficiencies Underwritten Tax Differential is less than the Purchase Price Escrow Amount, upon completion of such remediation, then the difference between balance remaining in the cost expended by Purchase Price Escrow Account after Escrow Agent pays Purchaser the Purchaser to undertake such remediation, including all fees, fines and expenses of advisors and counsel, and the Escrow Amount Underwritten Tax Differential shall be released paid to Sellers. For the purpose of illustration only, Escrow Agent would make the following payments based upon the assumptions outlined below. If we assume that Actual Taxes equal $1,615,000.00, then the Underwritten Tax Differential would equal $6,197,151.00, which is greater than the Purchase Price Escrow Amount ($3,458,250.00), and therefore Purchaser would be paid the entire Purchase Price Escrow Amount, and Sellers would be relieved of any further liability. The parties have Underwritten Tax Differential in this example is calculated as follows: [$1,615,000.00 (Actual Taxes) divided by 6.95% (agreed upon capitalization rate) = $23,237,410.00]; $23,237,410.00 - $17,040,259.00 (Underwritten Tax Amount) = $6,197,151.00 (Underwritten Tax Differential). If we assume that Actual Taxes equal $1,250,000.00, then the Underwritten Tax Differential would equal $945,353.00, which is less than the Purchase Price Escrow Amount ($3,458,250.00), and therefore Purchaser would receive the Underwritten Tax Differential and Sellers will continue to supervise would receive the activities of the third party consultant, Cxxxxxxx & Associates, Austin, Texas, retained by the Company to obtain the necessary plant and field compressor air quality permits listed in Schedule 3.11 from the Texas Commission on Environmental Quality; provided however, that Sellers must consult with and obtain the prior consent of Purchaser (which consent may not unreasonably be withheld) in connection with each step balance in the permit remediation process before the TCEQPurchase Price Escrow Account in an amount equal to $2,512,897.00, and Sellers would be relieved of any further liability. All expenses of remediation will be submitted The Underwritten Tax Differential in this example is calculated as follows: [$1,250,000.00 (Actual Taxes) divided by the Sellers to the Purchaser and paid under the terms of the Escrow Agreement6.95% (agreed upon capitalization rate) = $17,985,612.00]; $17,985,612.00 - $17,040,259.00 (Underwritten Tax Amount) = $945,353.00 (Underwritten Tax Differential).

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company Shares sale and conveyance of the Properties to Buyer shall be two hundred million dollars ($200,000,000), payable via direct bank deposit or wire transfer of immediately available United States dollars (the “Purchase Price”) shall equal $30,200,000), (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The Purchase Price shall be divided among Sellers in proportion to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made adjustment in accordance with the consent provisions of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable in cash at Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing2.2. (b) Purchaser shall pay Contemporaneously with the execution of this Agreement, Buyer has tendered to Xxxxx Fargo Bank, N.A. (the “Escrow Agent”) by wire transfer of immediately available funds to Wxxxx Fargo Bank, N.A., at closing an amount equal to all outstanding obligations owed by the Company to Wxxxx Fargo Bank, N.A. twenty million dollars (the “Wxxxx Fargo Payment Amount”). Such funds shall be wired to the account specified in writing by the Sellers at least 48 hours prior to Closing. $20,000,000.00) (c) $250,000 of the Purchase Price (such amount being herein called the “Escrow Amount”) shall to be placed in escrow held by the Escrow Agent pursuant to the terms of that certain Escrow Agreement, dated as of the escrow agreement Execution Date, by and among Seller, Buyer, and the Escrow Agent (the “Escrow Agreement”) attached hereto ). The Escrow Amount shall be non-refundable (except as Exhibit B. The provided in Section 12.2(b)). THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND AGREE THAT THE AMOUNT OF THE ESCROW AMOUNT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY. If the Closing occurs, the Escrow Amount shall be applied toward the Purchase Price at the Closing, as set forth in Article VIII and the Parties shall jointly instruct the Escrow Agent to release the Escrow Amount to Seller. If this Agreement shall provide that the funds shall relate is terminated prior to the remediationClosing, to the reasonable satisfaction of the Purchaser, of all deficiencies in the plant and field compressor permits listed on Schedule 3.11. In the event that the cost of the remediation of such deficiencies is less than the Escrow Amount, upon completion of such remediation, the difference between the cost expended by the Purchaser to undertake such remediation, including all fees, fines and expenses of advisors and counsel, and then the Escrow Amount shall be released to Sellers. The parties have agreed that the Sellers will continue to supervise the activities of the third party consultant, Cxxxxxxx & Associates, Austin, Texas, retained by the Company to obtain the necessary plant and field compressor air quality permits listed Buyer or Seller in Schedule 3.11 from the Texas Commission on Environmental Quality; provided however, that Sellers must consult accordance with and obtain the prior consent of Purchaser (which consent may not unreasonably be withheld) in connection with each step in the permit remediation process before the TCEQ. All expenses of remediation will be submitted by the Sellers to the Purchaser and paid under the terms of the Escrow AgreementArticle XII.

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company PPSS Georgia Shares shall be US $17,360,000 (the “PPSS Georgia Shares Purchase Price”). (b) Subject to adjustment set forth in Section 1.5, the aggregate purchase price for the PPSS Shares shall be US $44,640,000 (the “PPSS Shares Purchase Price” and collectively with the PPSS Georgia Shares Purchase Price, the “Purchase Price”). (c) shall equal $30,200,000, (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The PPSS Georgia Shares Purchase Price shall be divided among Sellers in proportion payable to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made with the consent of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable PPSS in cash at after the close of business on the day immediately preceding the Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing. (b) Purchaser shall pay Date by wire transfer of immediately available funds to Wxxxx Fargo Bank, N.A., at closing an amount equal to all outstanding obligations owed account designated by the Company to Wxxxx Fargo Bank, N.A. (the “Wxxxx Fargo Payment Amount”). Such funds shall be wired to the account specified in writing by the Sellers at least 48 hours prior to ClosingPI. (cd) The PPSS Shares Purchase Price shall be payable in cash on the Closing Date as follows: (i) US $250,000 6,200,000 of the PPSS Shares Purchase Price (the “Indemnity Escrow Amount”) shall be placed deposited with a mutually agreed-upon escrow agent (the “Escrow Agent”) in escrow pursuant to accordance with the terms and conditions of this Agreement and in accordance with the terms of the an escrow agreement substantially in the form of attached Exhibit A (the “Escrow Agreement”); (ii) attached hereto as Exhibit B. The Agreement shall provide that the funds shall relate to the remediation, to the reasonable satisfaction US $1,500,000 of the Purchaser, of all deficiencies in PPSS Shares Purchase Price (the plant and field compressor permits listed on Schedule 3.11. In the event that the cost of the remediation of such deficiencies is less than “Tax Indemnity Escrow Amount”) shall be deposited with the Escrow Amount, upon completion Agent in accordance with the terms and conditions of such remediation, the difference between the cost expended by the Purchaser to undertake such remediation, including all fees, fines this Agreement and expenses of advisors and counsel, and the Escrow Amount shall be released to Sellers. The parties have agreed that the Sellers will continue to supervise the activities of the third party consultant, Cxxxxxxx & Associates, Austin, Texas, retained by the Company to obtain the necessary plant and field compressor air quality permits listed in Schedule 3.11 from the Texas Commission on Environmental Quality; provided however, that Sellers must consult accordance with and obtain the prior consent of Purchaser (which consent may not unreasonably be withheld) in connection with each step in the permit remediation process before the TCEQ. All expenses of remediation will be submitted by the Sellers to the Purchaser and paid under the terms of the Escrow Agreement; and (iii) US $5,000,000 of the PPSS Shares Purchase Price (the “Umbrella Indemnity Escrow Amount”) shall be deposited with the Escrow Agent in accordance with the terms and conditions of this Agreement and in accordance with the terms of the Escrow Agreement; and (iv) US $31,940,000 of the PPSS Shares Purchase Price shall be payable by IPC-Canada to PI by wire transfer of immediately available funds to an account designated by PI.