Common use of Purchase Price; Payments at Closing Clause in Contracts

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) In consideration for the purchase referred sale of the Sale Shares, the Purchaser shall pay or cause to in Section 1.1 above, Buyer shall on be paid to each Seller an amount equal to $0.8571 multiplied by the Closing Date pay to number of Sale Shares sold by such Seller (i) collectively, 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 At the Escrow Release Date does not occur on an Installment Payment Date (as hereinafter defined)Closing, the aggregate amount payable pursuant to Section 1.2(a)(ii) above Purchase Price shall be reduced by paid or satisfied as follows: (i) The Purchaser shall pay or cause to be paid to each Seller by wire transfer in immediately available funds to an account designated by such Seller no less than three Business Days prior to the principal Closing Date an amount equal to (x) such Seller’s pro rata portion of the installment of Loans scheduled to be repaid on the following Installment Payment Date pursuant to Section 2.4(a)(iPurchase Price; less (y) (regularly scheduled payments) and Section 2.4(b) (accelerated prepayments) such Seller’s pro rata portion of the Loan Agreement (as hereinafter defined), multiplied by Escrow Amount. (ii) a fraction equal The Purchaser shall deposit $9,897,773 (the “Escrow Amount”) by wire transfer in immediately available funds into an escrow account (the “Escrow Account”) pursuant to the number terms of days from an escrow agreement by and including among the previous Installment Payment Date Purchaser, the Sellers and an escrow agent to but not including be jointly selected by the Purchaser and the Sellers as soon as is reasonably practicable following the date hereof (the “Escrow Agent”), in a form reasonably acceptable to the Purchaser and the Sellers (the “Escrow Agreement”). The Escrow Account shall be held by 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 Agent pursuant to this Section 1.2(a)(ii2.02(b) above shall be equal and the terms of the Escrow Agreement. Subject to the amount set forth in the certificate delivered by Seller to Buyer pursuant to Section 1.6(x) below. Except and except as expressly provided in Section 1.2 (a)(ii) Article VIII hereof, the Escrow Account shall serve as the sole and Section 6.1 exclusive source of funds for amounts owing to the Purchaser Indemnified Parties under this Agreement, Seller . Amounts in the Escrow Account shall pay all be disbursed and released 15 months from the Closing Date (other than any amounts due relating to any claims made with reasonable specificity as described in Section 8.01 hereof) in accordance with the terms and payable under conditions of the Loan Agreement Escrow Agreement. The costs and expenses of the Escrow Agent shall be shared equally by the Purchaser and the Security DocumentsSellers. (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) In consideration The purchase price (the “Purchase Price”) to be paid by the Purchaser for the purchase referred Shares shall be an amount equal to in Section 1.1 above(i) $4,200,000,000, Buyer shall on minus (ii) the excess, if any, of the Net Working Capital Target over the amount of the Closing Date pay Net Working Capital, plus (iii) the excess, if any, of the Closing Net Working Capital over the Net Working Capital Target, minus (iv) the Closing Company Debt, plus (v) the Closing Cash Amount, minus (vi) the Closing Company Transaction Expenses, plus (vii) the net amount of the adjustments shown on Exhibit 2.02(a)(vii) (the adjustments shown on Exhibit 2.02(a)(vii), the “Specified Adjustments”) (following the Closing, the Purchase Price is subject to further adjustment pursuant to Section 2.06). (b) No later than three (3) Business Days prior to the Closing, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser a statement, certified by an appropriate officer of the Seller (the “Estimated Statement”), setting forth Seller’s good faith estimate of (i) the amount of $41,500,000 in cash in immediately available funds Closing Net Working Capital, the Closing Company Debt, the Closing Cash Amount, the Closing Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), the Specified Adjustments and (ii) the principal amount of Loans to Purchase Price resulting from such estimates (the “Estimated Purchase Price”). The Estimated Statement shall be outstanding as of prepared in accordance with GAAP and 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) terms 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 DateAgreement. (c) The aggregate amount of any payment pursuant to Section 1.2(a)(iiAt the Closing, the Purchaser shall (i) above shall be equal pay the Estimated Purchase Price to the amount set forth in Seller, by wire transfer of immediately available funds to the certificate delivered account designated by Seller to Buyer pursuant to Section 1.6(xand (ii) below. Except as expressly provided pay or satisfy in Section 1.2 (a)(ii) and Section 6.1 full, on behalf 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 Payoff Indebtedness and the Estimated Closing Company Transaction Expenses, by wire transfer of immediately available funds, in each case, in accordance with the applicable payoff letters and invoices related thereto and The Bank of New York, as Agentdelivered by the Seller to the Purchaser at least three (3) Business Days prior to Closing.

Purchase Price; Payments at Closing. The aggregate consideration being paid by the Purchaser to the Company for the Purchased Assets will consist of: (x) assumption by the Purchaser of the Assumed Liabilities on the terms and conditions set forth in this Agreement and (y) payment of the sum of $25,000,000 plus the Equalization Payment, as adjusted pursuant to Section 1.10 (the “Purchase Price”). The Purchase Price shall be paid at the Closing as follows: (a) In consideration for to the purchase referred to in Section 1.1 aboveSenior Lender, 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 behalf of the Escrow Release Date (as hereinafter defined) (subject Company, any amount necessary to pay off in full all Liabilities relating to the adjustment described in Section 1.2(b) below) in immediately available funds, as specified in Senior Debt (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.“Senior Debt Payoff Amount”); (b) If to the Escrow Release Date does not occur on an Installment Payment Date Agent, $1,600,000 (as hereinafter definedthe “Indemnity Escrow Deposit”), the aggregate amount payable pursuant to in accordance with 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 defined1.9(a), 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 Escrow Agent, $800,000 (the “Net Working Capital Escrow Deposit”), in the certificate delivered by Seller to Buyer pursuant to accordance with 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.1.9(b); (d) The terms "Agent"to RG Tube Holdings, "Banks"LLC, "Loans"a Delaware limited liability company (“RG Parent”), $5,000,000 on behalf of Lore and "Installment Payment Date" $1,000,000 on behalf of Xxxxxx, in satisfaction of their respective purchase price payment obligations with respect to units in RG Parent under the Subscription Agreement, of even date herewith, by and among RG Parent, Lore and Xxxxxx (the “Subscription Agreement”), which amount shall have offset the meanings set forth in portions of the Amended and Restated Construction and Term Loan Agreement dated as of October 1, 1989 Remaining Purchase Price Amount (as amended defined below) that the Company would otherwise distribute to dateLore and Xxxxxx in its contemplated pro rata distribution to the Stockholders with respect to the Company after the Closing, in accordance with the Flow of Payments Letter Agreement (as defined below); and (e) the balance to the Company (the “Remaining Purchase Price Amount”). In order to facilitate the payments contemplated by the foregoing subsections of this Section 1.7, not less than one (1) Business Day nor more than five (5) Business Days prior to the Closing, the "Loan Agreement"Company will prepare and deliver to Purchaser a memorandum setting forth its calculation of the Senior Debt Payoff Amount (if any) among Sellerand the resulting Remaining Purchase Price Amount, along with wire transfer information for the Banks party thereto Senior Lender and The Bank of New York, as Agentthe Company.

Purchase Price; Payments at Closing. (a) In consideration The aggregate purchase price to be paid by Buyer to Seller for the purchase referred to in Section 1.1 above, Buyer Company Stock shall on the Closing Date pay to Seller be (i) the amount of $41,500,000 Cash Consideration Amount, subject to adjustment as provided in cash in immediately available funds and this Article III, plus (ii) the principal amount of Loans to be outstanding as of the Escrow Release Date Parent Stock (as hereinafter defined) (subject to the adjustment described in Section 1.2(b) below) in immediately available fundscollectively, 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 Attached hereto as Schedule B is a written statement (the Escrow Release Date does not occur on an Installment Payment Date (as hereinafter defined"Pre-Closing Statement"), which was delivered by the aggregate amount payable pursuant Company to Section 1.2(a)(ii) above shall be reduced by Buyer prior to the Closing Date, setting forth the following information: (i) the principal amount Seller's name, address, email address, bank account information and wire instructions for delivery of the installment Closing Cash Payment and any other amounts to be paid to Seller pursuant to this Agreement, and account number for the account at the Transfer Agent into which Seller's Parent Stock is to be transferred; (ii) the number of Loans scheduled shares of Company Stock held by Seller on the Closing Date; (iii) an estimate of Closing Cash as of the Closing Date; (iv) an estimate of Closing Indebtedness as of the Closing Date; (v) an estimate of Closing Net Working Capital as of the Closing Date; (vi) an estimate of the Working Capital Adjustment as of the Closing Date; (vii) a calculation of the Closing Cash Payment, showing each component thereof, calculated using such estimated amounts; (viii) a list of all Company Expenses payable in connection with the Closing, including the recipients of such Company Expenses, the amounts to be paid to each such recipient (before any applicable Tax withholding), and, to the extent available, wire transfer instructions or a mailing address for payment to be made; and (ix) a list, including amounts, payees and wire instructions, of all Indebtedness of the Company to be repaid on at Closing in accordance with 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 DatePayoff Letters. (c) The aggregate amount of any payment pursuant to Section 1.2(a)(ii) above shall be equal Subject to the amount terms and conditions of this Agreement, at the Closing, Buyer shall: (i) Pay to Seller, by wire transfer of immediately available funds to the account designated for Seller in the Pre-Closing Statement, the Closing Cash Payment; (ii) Deliver to Seller, through book entry delivery to the account of Seller at the Transfer Agent set forth in the certificate delivered by Seller Pre-Closing Statement, the Parent Stock; (iii) Pay to each holder of Closing Indebtedness the full amount of such Indebtedness in accordance with the information in the Pre-Closing Statement and the Payoff Letters. Buyer and the Company will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release of any Liens securing such Closing Indebtedness in connection with such repayment; (iv) Deliver to the Escrow Agent the Adjustment Escrow Amount for deposit into the account specified in Section 3.5; and (v) Pay all outstanding Company Expenses in the amounts, to the recipients and 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 instructions 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 AgentPre-Closing Statement.