Purchase Price; Payments at Closing. (a) In consideration for the purchase referred to in Section 1.1 above, Buyer shall on the Closing Date pay to Seller (i) the amount of $41,500,000 in cash in immediately available funds and (ii) the principal amount of Loans to be outstanding as of the Escrow Release Date (as hereinafter defined) (subject to the adjustment described in Section 1.2(b) below) in immediately available funds, as specified in the notice delivered pursuant to Section 1.2(c) below (such amounts described in clauses (i) and (ii) of this Section 1.2(a) being hereinafter referred to collectively as the "Purchase Price") and (iii) the amounts described in Section 1.4(a) hereof.
(b) If the Escrow Release Date does not occur on an Installment Payment Date (as hereinafter defined), the aggregate amount payable pursuant to Section 1.2(a)(ii) above shall be reduced by (i) the principal amount of the installment of Loans scheduled to be repaid on the following Installment Payment Date pursuant to Section 2.4(a)(i) (regularly scheduled payments) and Section 2.4(b) (accelerated prepayments) of the Loan Agreement (as hereinafter defined), multiplied by (ii) a fraction equal to the number of days from and including the previous Installment Payment Date to but not including the Escrow Release Date divided by the number of days from and including the previous Installment Payment Date to but not including the following Installment Payment Date.
(c) The aggregate amount of any payment pursuant to Section 1.2(a)(ii) above shall be equal to the amount set forth in the certificate delivered by Seller to Buyer pursuant to Section 1.6(x) below. Except as expressly provided in Section 1.2 (a)(ii) and Section 6.1 of this Agreement, Seller shall pay all other amounts due and payable under the Loan Agreement and the Security Documents.
(d) The terms "Agent", "Banks", "Loans", and "Installment Payment Date" shall have the meanings set forth in the Amended and Restated Construction and Term Loan Agreement dated as of October 1, 1989 (as amended to date, the "Loan Agreement") among Seller, the Banks party thereto and The Bank of New York, as Agent.
Purchase Price; Payments at Closing. (a) As full consideration for the transfer of the Shares, the Shareholder shall be entitled to receive, on the terms and conditions set forth in this Agreement, an aggregate amount equal to the sum of (i) Three Million Five Hundred Thousand Dollars ($3,500,000); (ii) minus the aggregate amount of Indebtedness of the Company outstanding on the Closing Date; (iii) plus or minus the Net Working Capital Adjustment, if any; (iv) plus three hundred and thirty-three thousand, three hundred and thirty-three (333,333) shares of common stock of Buyer (the “Buyer Shares”); (v) plus the Earn-Out Consideration, and subject to adjustment in accordance with Sections 1.5 and 1.6 (as so adjusted, the “Purchase Price”), payable as described below. The Earn-Out Consideration shall be earned, calculated and paid in accordance with Section 1.7.
(b) At the Closing, Buyer shall:
(i) pay and discharge the Indebtedness of the Company outstanding on the Closing Date by payment(s) to each creditor thereof of the amount set forth on the Closing Payment Certificate required to discharge in full the portion of the Indebtedness held by such creditor by wire transfer of immediately available funds to the bank account specified in the payoff letter provided by such creditor;
(ii) deliver to Buyer’s corporate secretary Shareholder certificates representing the Buyer Shares (to be held in accordance with Section 1.8 hereof); and
(iii) deliver to the Shareholder, in immediately available funds, an amount in cash equal to (A) Three Million Five Hundred Thousand Dollars ($3,500,000), (B) minus the Estimated Working Capital Deficiency if any, and (C) minus the aggregate amount of Indebtedness of the Company outstanding on the Closing Date (such cash, the “Closing Cash Payment”).
Purchase Price; Payments at Closing. Subject to adjustment pursuant to Section 1.6 and the contingent payments described in Section 1.9, the aggregate purchase price payable by the Buyer (the “Purchase Price”), shall be an amount equal to:
(a) $217,500,000 (the “Base Purchase Price”);
(b) plus $3,039,554;
(c) either plus the Closing Date Working Capital Excess or minus the Closing Date Working Capital Shortfall, as the case may be; and
(d) either plus the Cash Balance Excess or minus the Cash Balance Shortfall, as the case may be.
Purchase Price; Payments at Closing. In consideration of the purchase and sale of the foregoing, at the Closing Purchaser shall pay to Seller (i) the Closing Date Purchase Price plus all sums due pursuant to Section 3.7, if any, and subject to further adjustment post-Closing pursuant to Sections 3.5 and 3.6; provided that if no adjustment is made post-Closing to the Closing Date Purchase Price pursuant to Sections 3.5 and 3.6, the Closing Date Purchase Price shall be the Final Purchase Price for purposes of this Agreement, and (ii) to PRMA, the Convenience Store Purchase Price, which is not subject to post-Closing adjustment. For avoidance of doubt, the Purchase Price has been allocated between the Convenience Store and the Membership Interest for tax purposes, and is not indicative of any right on the part of Purchaser to elect not to purchase the Convenience Store, and Purchaser hereby acknowledges that it is purchasing both the Membership Interest and the Convenience Store.
Purchase Price; Payments at Closing. (a) At least four (4) Business Days prior to the Closing, the Sellers will furnish to the Buyers a certificate (the “Estimated Closing Purchase Price Certificate”) signed by an executive officer of the Sellers setting forth (i) an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”) and (ii) the Estimated Closing Purchase Price, which Estimated Closing Purchase Price Certificate shall be reasonably satisfactory to the Buyers.
(b) At the Closing, the Buyers shall make the following payments in an aggregate amount equal to the Estimated Closing Purchase Price, by wire transfer of immediately available funds to such accounts as designated by the Sellers (or such other party specified below) at least two (2) Business Days prior to the Closing Date:
(i) first, $388,245 to AIG Specialty Insurance Company in respect of the premium payable on the Representation and Warranty Policy;
(ii) second, $5,000,000 (the “Indemnity Escrow”) to Citibank, N.A. (the “Escrow Agent”) in accordance with the terms of the Escrow Agreement;
(iii) third, to such other persons as necessary to release all Liens on the Purchased Assets, which release shall in each case be in a form reasonably satisfactory to the Buyers (the payments in this clause (ii) the “Repaid Indebtedness”); and
(iv) fourth, the remainder to the Sellers.
Purchase Price; Payments at Closing. (a) As used herein, the following terms shall have the following meanings:
Purchase Price; Payments at Closing. The aggregate consideration to be paid by Buyer to Seller for the Purchased Assets (the "PURCHASE PRICE") shall be (i) $28,680,000 in cash (the "INITIAL PAYMENT") to be paid at the Closing, PLUS (ii) the Earnout Payments (if any) determined pursuant to Section 3.02, PLUS (iii) the assumption of the Assumed Liabilities.
Purchase Price; Payments at Closing. (a) Subject to adjustment pursuant to Section 2.3, the purchase price for the Purchased Assets will be an amount equal to Nineteen Million One Hundred Thousand Dollars ($19,100,000) (the "Cash Purchase Price"), payable at Closing by wire transfer to PRGUSA, plus the assumption of certain liabilities of PRGUSA in accordance with Section 2.2 (collectively, the "Purchase Price").
(b) The Cash Purchase Price shall be payable as follows: on the Closing Date, Purchaser shall pay to PRGUSA by wire transfer (w) $19,100,000 plus (x) the amount, if any, by which Estimated Net Working Capital is greater than $1,700,000, less (y) the amount, if any, by which Estimated Net Working Capital is less than $1,700,000 (collectively, the "Cash Payment").
Purchase Price; Payments at Closing. The purchase price for the Purchased Assets will be an amount equal to One Million Eight Hundred Twenty-Five Thousand Dollars ($1,825,000.00) (the “Cash Purchase Price”), payable at Closing by wire transfer to CXXX, plus the assumption of certain Liabilities of CXXX in accordance with Section 2.2 (collectively, the “Purchase Price”).
Purchase Price; Payments at Closing. (A) As used herein, "CLOSING PURCHASE PRICE" means $227,700,000.
