Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. The aggregate amount to be paid by Buyers for the Purchased Shares shall be an amount equal to $112,000,000 (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses shall be paid to the payee or payees thereof in accordance with Section 2.2(b); (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statement, by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing Statement.

Purchase Price Payment. The aggregate purchase price for the Shares to be purchased pursuant to the terms hereof shall be the sum of Forty Million Five Hundred Seventy-Six Thousand United States Dollars (US$40,576,000) (the "BASE PURCHASE PRICE"), which amount shall be subject to adjustment pursuant to Section 2(c) and Section 2(g). The Base Purchase Price as adjusted pursuant to clauses (A) and (B) of Section 2(c)(ii) (the "CLOSING PURCHASE PRICE") shall be paid by Buyers for the Purchased Shares shall be an amount equal to $112,000,000 (Buyer at the “Base Purchase Price”), minus Closing in cash by wire transfer or delivery of other immediately available funds as follows: (i) the amount ninety percent (90%) of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses shall be paid to the payee Seller, to an account or payees thereof in accordance with Section 2.2(b); accounts designated by the Seller not less than one (1) Business Day prior to the Closing Date, and (ii) ten percent (10%) of the Estimated Funded Indebtedness Closing Purchase Price shall be paid to the holders thereof identified in the Estimated Closing StatementEscrow Agent, by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder Escrow Agent pursuant to the Escrow Agreement, to be held in such holder’s Payoff Letter or escrow, invested and disbursed by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject the terms and conditions of the Escrow Agreement. Any further adjustments to Section 2.2(c) below, the Estimated Base Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be made and paid to Sellers as designated in accordance with the Closing Allocation Statement, applicable provisions of Section 2(g) and Section 2(h). All fees and expenses of the Escrow Agent and all other costs associated with the escrow arrangement thereunder shall be borne and paid by wire transfer of immediately available funds to the bank account as is designated Buyer and the Seller in the Estimated Closing Statementequal shares.

Purchase Price Payment. (a) The aggregate amount to be paid by Buyers cash purchase price for the Purchased Shares shall be an amount equal to First Closing Acquired Seller Assets is $112,000,000 (490,500, for the “Base Purchase Price”)Second Closing Acquired Seller Assets is $490,500 and for the Acquired Partnership Assets is $120,000. At the First Closing, minus the Buyer will, by wire transfer or other delivery of immediately available funds, (i) pay to the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus Seller $490,500 and (ii) assume the Company Transaction Expenses, minus First Closing Assumed Liabilities (iii) and the amount paid to and in respect of the Seller and the First Closing Indebtedness, plus (iv) Assumed Liabilities will constitute the full purchase price for the First Closing Cash (such net amount, the “Purchase Price”Acquired Seller Assets). At the Second Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses shall be paid to the payee or payees thereof in accordance with Section 2.2(b); (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing StatementBuyer will, by wire transfer or other delivery of immediately available funds funds, (i) (A) pay to the bank account or bank accounts as is designated by Seller $440,500 and (B) deposit $50,000 into the applicable holder Escrow Account and (ii) assume the Second Closing Assumed Liabilities (and the amounts paid and deposited to and in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each respect of the Adjustment Escrow Amount Seller and the Indemnity Escrow Amount shall be deposited with Second Closing Assumed Liabilities will constitute the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) belowfull purchase price for the Second Closing Acquired Seller Assets). At the Second Closing, 5 the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers as designated in the Closing Allocation StatementBuyer will, by wire transfer or other delivery of immediately available funds funds, pay to the bank account as is designated Partnership $120,000. The amounts deposited in the Estimated Escrow Account will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, and will be held, invested, administered and disbursed according to Section 7.1(b) hereof and the Escrow Agreement. (b) As soon as practicable after the applicable Closing, but effective as of such Closing, the Buyer and the Agent will prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Seller Assets conveyed at such Closing Statementamong the various categories of Acquired Seller Assets in the following order and amounts: (i) to cash and cash equivalents, the $500 amount per store on the Closing Balance Sheet; (ii) to Closing Inventory, the amount on the Closing Balance Sheet; (iii) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the applicable Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (iv) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (v) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vi) the entire remaining balance of the consideration shall be allocated to the goodwill of the Seller's business acquired at such Closing or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Seller Assets acquired at such Closing. The entire $120,000 paid to the Partnership at the Second Closing shall be allocated as set forth on Exhibit 2.3(b) to the equipment constituting the Acquired Partnership Assets. The parties agree to be bound by the allocations set forth in the Price Allocation Schedules and set forth on Exhibit 2.3(b) for all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the Code) in a manner consistent with such allocations. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060.

Purchase Price Payment. 2.1 The aggregate amount to be paid by Buyers price of the Shares is fixed at US DOLLARS TWO HUNDRED AND SEVENTY FIVE MILLION (USD 275,000,000). 2.2 The price for the Purchased Sale and Purchase of the Shares shall be an amount equal to $112,000,000 the sum of the amounts indicated in paragraph 2.1, paragraph 2.3 and the Price Adjustment (the “Base Purchase Price”), minus as defined under paragraph 2.5.) (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At the Closing, Buyers shall paynet and free of banking charges, or cause to be paiddistributed among Sellers in the proportions set forth in Schedule 2.2. 2.3 The price indicated in 2.1. above shall be increased by the interest rate of 5% per annum (which interest shall form an integral part of the Purchase Price) accrued during the period between January 1, 2004 and the Closing Date. This interest shall be calculated and accrued on the Purchase Price minus the allocated value indicated in Schedule 2.3 to the LNG Vessels and Oil Tankers under construction and minus the Payment on Account. 2.4 The Purchase Price less the Payment on Account shall be paid as of the Closing Date, value same date, by wire transfer to the bank account as designated by the Sellers for such purposes against transfer to Purchaser of full title of the Shares. The Sellers shall acknowledge full receipt at the Closing Date of the total Purchase Price. Simultaneously the Sellers shall settle any related-party amounts payable to NFT or XXXXX on the Closing Date. 2.5 Closing price adjustments On the date of this Agreement, the Net Estimated Purchase Price and other amounts Minority Sellers and/or the NUFER Sellers, as followsthe case may be, have provided the Purchaser with: (i) the Estimated Company Transaction Expenses shall be paid to December 31, 2003 draft statutory balance sheets, prepared as required by Spanish Law, of NFT and of NFT Subsidiaries (the payee or payees thereof in accordance with Section 2.2(b“NFT Draft Balance Sheet” and, the “NFT Subsidiaries Draft Balance Sheet” referred, collectively, as the “NFT Group Draft Balance Sheet”) and the NFT Group consolidated draft balance sheets (the “NFT Consolidated Draft Balance Sheet”) which are attached herewith as Schedule 2.5.(i); (ii) the Estimated Funded Indebtedness shall be paid to December 31, 2003 draft statutory balance sheet, prepared as required by Spanish Law, of XXXXX (the holders thereof identified in the Estimated Closing Statement, by wire transfer of immediately available funds to the bank account or bank accounts “XXXXX Draft Balance Sheet”) which is attached herewith as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases;Schedule 2.5.(ii). (iii) each the December 31, 2003 consolidated draft proforma balance sheets, prepared as required by Spanish Law, of NFT Group which shall be prepared following the same structure as the NFT Consolidated Draft Balance Sheet and shall comprise the NFT Draft Consolidated Balance Sheet after making the necessary adjustments upwards or downwards to dispose of the Adjustment Escrow Amount NFT non-related assets and liabilities and the Indemnity Escrow Amount shall be deposited with acquisition of the Escrow Agent in accordance with Section 2.3; andM/V “Xxxx Xxxxxx” (the “NFT Consolidated Draft Proforma Balance Sheet”) which are attached herewith as Schedule 2.5 (iii). The seller has prepared a Draft list of non-related assets and liabilities and a proforma adjustments list for illustrative purposes attached as schedule 2.5 (iv). (iv) subject the December 31, 2003 draft proforma balance sheets, prepared as required by Spanish Law, of XXXXX which shall be prepared following the XXXXX Draft Balance Sheet structure and shall comprise the XXXXX Draft Balance Sheet after making the necessary adjustments upwards or downwards to Section 2.2(c) below, dispose of the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount XXXXX non-related assets and liabilities (the resulting amount, the “Net Estimated Purchase PriceXXXXX Draft Proforma Balance Sheet”) shall be paid to Sellers which are attached herewith as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing StatementSchedule 2.5.

Purchase Price Payment. The aggregate amount In consideration of the sale, assignment and transfer of the Membership Interests pursuant to be paid by Buyers for the Purchased Shares Section 1.1 hereof, Buyer shall be pay an amount equal to $112,000,000 (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”) equal to $272,000,000, plus the amount of cash and cash equivalents on hand in the Company’s bank, money market and/or securities accounts as of the date (such date being the “Measurement Date”) which is earliest of the Closing Date or the Stated Date (as herein defined), subject to an appropriate reserve for outstanding checks as of the Measurement Date, subject to possible adjustment pursuant to Section 5.15 hereof. At It being understood that, from the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: payable by Buyer to Seller, without double counting: (i) the Estimated Company Transaction Expenses Buyer shall be entitled to deduct therefrom Seller’s share of the Transaction Taxes under Section 5.9 paid to by Buyer at Closing, if any, Seller’s share of the payee or payees thereof in accordance with Section 2.2(b); HSR Fees and any Excluded Liabilities paid at Closing by Buyer on Seller’s behalf, (ii) the Estimated Funded Indebtedness shall be paid portion of the Purchase Price equal to the holders thereof identified in outstanding indebtedness of the Estimated Closing Statement, by wire transfer of immediately available funds Company owing to the bank account or bank accounts Lenders as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and Closing Date under the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount Credit Agreement (the resulting amount, the “Net Estimated Purchase PriceDebt Amount”) shall be paid by Buyer in accordance with the instructions of the Agent under the Credit Agreement, (iii) $15,000,000 (the “Escrow Amount”) shall be delivered to Sellers JPMorgan Chase Bank, or if such entity is not willing to serve as designated escrow agent, such other escrow agent as Seller and Buyer shall agree upon, such agreement not to be unreasonable withheld or delayed (the “Escrow Agent”) to be held in escrow pursuant to the terms and conditions of the Escrow Agreement substantially in the Closing Allocation Statementform attached hereto as Exhibit 1.2 (the “Escrow Agreement”), by wire transfer and (iv) the balance of immediately available funds the Purchase Price shall be paid to the bank account Seller, as is designated in the Estimated Closing Statementhereinafter provided.

Purchase Price Payment. (a) The aggregate amount to be paid by Buyers purchase price for the Purchased Shares shall be an amount equal to is $112,000,000 (3,302,000, increased for the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”)New Rental Equipment Adjustment. At the Closing, Buyers shall paythe Buyer will, by wire transfer or cause to be paidother delivery of immediately available funds, the Net Estimated Purchase Price and other amounts as follows: (i) pay to the Estimated Shareholders (subject to Section 2.2(b)), $2,972,000, subject to increase for the New Rental Equipment Adjustment (no deduction will be made at the Closing for the estimated Pre-Closing Personal Property Tax Amount or for the amount by which the estimated Pre-Closing Income Tax Amount exceeds the estimated tax payments made by the Company Transaction Expenses in respect of the Pre-Closing Income Tax Amount), and (ii) deposit $330,000 into the Escrow Accounts (and the amounts paid and deposited to and in respect of the Shareholders will constitute the full purchase price for the Shares). The amount deposited in the Escrow Accounts will belong to the Shareholders, subject to the Shareholders' indemnification obligations set forth in this Agreement, and will be held, invested, administered and disbursed according to Section 7.1(b) hereof and the Escrow Agreements. The purchase price will be payable to the Shareholders in the following percentages: Percentage of Shareholder No of Shares Owned Purchase Price Hersxxx X. Xxxxxxx 10,000 100% (b) At the Closing, the Buyer will deposit into a demand deposit account in the names of the Buyer and the Shareholders' Agent, from the amount otherwise payable to the Shareholders pursuant to Section 2.2(a)(i), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Closing Date Liabilities Reserve will belong to the Shareholders, subject to the provisions of this Section 2.2(b). Following the Closing, the Closing Date Liabilities Reserve will be applied to the payment of Reserved Shareholder Liabilities, by disbursements from that account upon the joint signatures of a representative of the Buyer and the Shareholders' Agent, as the Reserved Shareholder Liabilities are ascertained. To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Shareholder Liabilities, the Shareholders' Agent shall sign checks drawn on the Liabilities Reserve to satisfy such Reserved Shareholder Liabilities promptly upon the request of Buyer. Reserved Shareholder Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Company as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Shareholder Liabilities and, if the Liabilities Reserve has been exhausted, the Shareholders will provide additional funds as required to satisfy Reserved Shareholder Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Shareholders to pay the Reserved Shareholder Liabilities in full. After all Reserved Shareholder Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the account created pursuant to this Section 2.2(b) will be paid to the payee or payees thereof Shareholders. Any disputes concerning the Liabilities Reserve will be settled by arbitration as provided in accordance with Section 2.2(b); (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statement, by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing Statementthis Agreement.

Purchase Price Payment. The aggregate amount to be paid by Buyers purchase price for the Purchased Shares shall be an amount equal to $112,000,000 Assets (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses shall be paid to the payee or payees thereof in accordance with Section 2.2(b); (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statement, by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers [REDACTED] as designated in adjusted (1) at the Closing Allocation StatementClosing, by wire transfer of immediately available funds to the bank account as is designated in (i) the Estimated Closing StatementPurchased Working Capital Adjustment, (ii) the Estimated Closing Reserves; (iii) Supply Agreement Adjustment, (iv) the Tax Adjustment; and (iv) the Long Term Asset Adjustment, and (2) after the Closing, by the Post-Closing Adjustment. At the Closing, Purchaser shall pay to the Company, in immediately available funds, an amount (the “Closing Payment”) equal to (i) [REDACTED] as adjusted by (A) the Estimated Closing Purchased Working Capital Adjustment, (B) the Estimated Closing Reserves; (C) the Supply Agreement Adjustment, (D) the Tax Adjustment and (E) the Long Term Asset Adjustment, less (ii) [REDACTED] (the “Holdback Amount”), which Purchaser shall retain to secure payment of the Post-Closing Adjustment, less (iii) the Withdrawal Liability Amount calculated under Section 7.03(d), which Purchaser shall deposit in an interest-bearing escrow account to secure payment of the Withdrawal Liability.

Purchase Price Payment. The aggregate amount (a) Subject to be paid by Buyers for adjustment under Section 1.3, if applicable, in consideration of the Purchased transfer of the Shares shall be an amount equal to $112,000,000 (Buyer and the “Base Purchase Price”)other undertakings of Sellers set forth in this Agreement, minus Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) the amount of any Working Capital Decrease (or $49,976,000 plus the amount of any Working Capital Increase), minus (ii) the Company Transaction ExpensesDeferred Payment Amount, minus plus (iii) the Closing IndebtednessTax Refund Amount (in the aggregate, plus (iv) the Closing Cash (such net amountas adjusted, the “Purchase Price”). At . (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and other amounts as follows: $7,500,000 of the Purchase Price will be paid into escrow pending (i) the Estimated collection by the Company Transaction Expenses shall or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payee payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or payees thereof similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in accordance exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with Section 2.2(b);a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (iid) the Estimated Funded Indebtedness shall One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the holders thereof identified in the Estimated Closing StatementCompany of such Tax Refund Amount, by wire transfer of immediately available funds to the bank an account or bank accounts as is designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the applicable holder in date such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the Adjustment Escrow Amount due date and increasing to 18% per annum from and after 60 days of the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing Statementdate due.

Purchase Price Payment. (a) The aggregate amount to be paid by Buyers purchase price for the Purchased Shares Assets shall be Two Hundred Sixty-Seven Million Dollars ($267,000,000) (the “Base Amount”), which amount is subject to increase or decrease, as the case may be, as provided in the following sentence, and Buyer (or controlled Affiliates designated by Buyer) will assume the Assumed Liabilities. The “Purchase Price”, as finally determined pursuant to the terms of this Agreement, is an amount equal to $112,000,000 the Base Amount, minus the amount, if any, by which the Net Asset Value Target exceeds the Estimated Net Asset Value, plus the amount, if any, by which the Estimated Net Asset Value exceeds the Net Asset Value Target, minus any Negative Adjustment Amount, and plus any Positive Adjustment Amount. (b) As soon as reasonably practical, but in no event later than five (5) Business Days prior to the Closing Date, the Seller Parties shall in good faith cause to be prepared and delivered to Buyer an estimated balance sheet of each Seller (collectively, as finally agreed upon by Buyer and the Seller Parties, the “Closing Statement”), which shall set forth (i) an estimate of the book value of the Current Assets as of the Closing Date (the “Base Purchase PriceEstimated Asset Value”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expensesestimated amount of Current Liabilities as of the Closing Date (the “Estimated Liabilities”), minus (iii) an estimate of Transaction Expenses as of the Closing IndebtednessDate and a list of the Persons that are owed such amounts (the “Closing Date Transaction Expenses”), plus (iv) an estimate of Indebtedness as of the Closing Cash Date and a list of the Persons that are owed such amounts (such net amount, the “Closing Date Indebtedness”); (v) the resulting Closing Payment Amount due to the Seller Parties under Section 2.02(e)(iv) and (v); and (vi) an estimate of the resulting Purchase Price”). At the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses The Closing Statement shall be paid to the payee or payees thereof prepared and calculated in accordance with Section 2.2(bGAAP and will include a breakdown and reasonable detail in support of the calculation of items (i); , (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statement), by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount ), and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and (iv) subject to Section 2.2(c) belowin the preceding sentence as between the Galveston Sellers, the Estimated Purchase Price minus Kansas City Sellers and the Adjustment Escrow Amount minus New Braunfels Sellers. Buyer shall have the Indemnity Escrow Amount (opportunity to review and comment on the resulting amountClosing Statement and, if Buyer disagrees with any item set forth in such statement, the “Net Estimated Purchase Price”) shall be paid Seller Parties and Buyer will resolve in good faith any such disagreement by mutual agreement prior to Sellers as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing StatementClosing.

Purchase Price Payment. (a) The aggregate amount to be paid by Buyers consideration for the Purchased Shares sale, assignment, transfer, conveyance and delivery by Sellers of the Assets to Buyers at Closing shall be an amount equal to $112,000,000 (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease an aggregate purchase price (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At , which shall be subject to adjustment in accordance with Section 2.5, equal to the sum of (A) the Base Price, as adjusted in accordance with Section 2.9, plus (B) the sum of the Estimated Fuel Inventory Value, the Estimated Xxxxx Cash Value and the Estimated Non-Fuel Inventory Value, plus (C) the Excess Covered Transaction Expenses, if any, minus (D) the Assigned Drop Value of any Rejected Properties, minus (E) any applicable adjustments to be made pursuant to Section 5.6(b), Section 5.6(c), Section 6.11(a), Section 6.11(b), or Section 6.14 minus (F) the amount of all Property Taxes allocable to Sellers in accordance with Section 6.2(b) that have not been paid prior to Closing, and plus (G) the amount of all Property Taxes allocable to Buyers in accordance with Section 6.2(b) but paid by Sellers prior to Closing (collectively, the “Closing Cash Payment”) and (ii) the assumption of the Assumed Liabilities, in each case without duplication. (b) Not later than two (2) Business Days prior to the Closing Date, Buyers shall pay, deposit or cause to be paid, the Net Estimated Purchase Price and other amounts as follows: (i) the Estimated Company Transaction Expenses shall be paid to the payee or payees thereof in accordance with Section 2.2(b); (ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statementdeposited, by wire transfer of immediately available federal funds in accordance with the Title Company’s written directions, (i) with the Title Company an amount in cash equal to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases; (iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent Closing Cash Payment calculated in accordance with Section 2.3; and (iv) subject to Section 2.2(c) below2.4(a), the Estimated Purchase Price minus the Adjustment LSP Escrow Amount minus the Indemnity Escrow Amount Amount, plus (the resulting amount, the “Net Estimated Purchase Price”ii) shall be paid to Sellers as designated in the LSP Escrow Account, an amount in cash equal to the LSP Escrow Amount, in accordance with the Escrow Agreement. On the Closing Allocation StatementDate, Buyers shall instruct the Escrow Agent to pay to or at the direction of Sellers, by wire transfer of immediately available federal funds in accordance with Sellers’ written directions, such cash amount identified in the foregoing clause (i). The LSP Escrow Amount shall (A) be placed by the Escrow Agent into a separate account (the “LSP Escrow Account”) and (B) be available solely to pay amounts (if any) owed pursuant to Section 2.5 and Section 5.9, in each case, subject to the bank account terms and conditions set forth in this Agreement and the Escrow Agreement. The LSP Escrow Amount shall be held in escrow as is designated trust funds and shall not be subject to any Lien, attachment, trustee process or other judicial process of any creditor of any Person and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The release of the respective LSP Escrow Amount shall occur as described in the Estimated Closing StatementEscrow Agreement, subject to the terms of this Agreement.