Unadjusted Purchase Price. The unadjusted purchase price for the Purchased Assets and the Southern Entity Shares shall be $2,150,000,000 (Two Billion One Hundred Fifty Million Dollars) in cash (the “Unadjusted Purchase Price”).
Unadjusted Purchase Price. 6 1.44 Units................................................................ 6
Unadjusted Purchase Price. The aggregate purchase price for the purchase, sale, assignment and conveyance of Sellers’ right, title and interest in, to and under the Assets shall be (a) SIX HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($600,500,000.00) (the “Unadjusted Purchase Price”), as such amount shall be adjusted in accordance with Section 3.3 below (such adjusted amount, the “Adjusted Purchase Price”) and (b) the assumption of the Assumed Liabilities.
Unadjusted Purchase Price. (a) The purchase price for the purchase and sale of the Shares will be U.S. $197,000,000 (the "Closing Price") (including $27,000,000 paid in consideration of the execution and delivery of the TNA), less the amount of any Indebtedness outstanding as of the Closing (calculated after giving effect to any payments or prepayments of any such Indebtedness at or immediately prior to or after the
Unadjusted Purchase Price. The unadjusted purchase price for the Shares shall be $2,375,000,000.00 in cash (the "UNADJUSTED PURCHASE PRICE")
Unadjusted Purchase Price. The Unadjusted Purchase Price shall be $2,340,030.42 (the "Unadjusted Purchase Price"). The Unadjusted Purchase Price was calculated using the prices established by the California State Board of Equalization for the first half of 2006 for the relevant species, size codes and estimated mbf amounts shown on Exhibit B hereto.
Unadjusted Purchase Price. (a) At the Closing, the consideration to be paid by Buyer for the Shares shall be equal to Two Hundred and Four Million Dollars ($204,000,000) (the "Unadjusted Purchase Price"), subject to adjustment as provided in Section 2.03 (as adjusted, the "Purchase Price"). The Unadjusted Purchase Price shall be paid as follows: (i) an amount equal to the Unadjusted Purchase Price minus the Deposit shall be paid by the Buyer and (ii) pursuant to the terms of the Escrow Agreement, in accordance with joint written instructions of the Buyer and the Company, an amount equal to the Deposit shall be paid by the Escrow Agent, in each case by wire transfer of immediately available funds to such account(s) as shall have been designated by the Estate Representative to the Buyer and the Escrow Agent in writing prior to the Closing.
(b) Of the Unadjusted Purchase Price, the Estate Representative shall hold Ten Million Dollars ($10,000,000) in an interest bearing segregated account (the "Working Capital Adjustment Account") for purposes of any adjustment provided for in Section 2.03 and until such time as the Final Working Capital has been determined and any payment due to Buyer as a result of any adjustment provided for in Section 2.03 has been made.
(c) Further, the Estate Representative shall hold Seven Million Dollars ($7,000,000) of the Unadjusted Purchase Price in an interest bearing segregated account (the "Indemnity Account") for a period of six months following the Closing for the purpose of satisfying claims by Buyer for Buyer Indemnified Losses, provided, that if there is then pending a claim by the Buyer for Buyer Indemnified Losses, the Estate Representative shall retain in the Indemnity Account, pending resolution of such claim, an amount equal to the amount so claimed by the Buyer (but in no event more than the amount then remaining in the Indemnity Account).
Unadjusted Purchase Price. The aggregate purchase price for the Acquired Assets shall be Four Million Six Hundred Eighty Thousand and No/100 Dollars ($4,680,000.00) (the "UNADJUSTED PURCHASE Price"). The Unadjusted Purchase Price shall be subject to adjustment after the Closing pursuant to ss.2(f) below.
(i) Simultaneously with Buyer's execution and delivery of this Agreement, Buyer shall pay to Fifth Third Bank, Chicago, Illinois, as escrow agent (the "ESCROW AGENT"), the Deposit in cash payable by wire transfer or delivery of other immediately available funds for deposit into the escrow account. The Deposit shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement attached hereto as EXHIBIT A.
(ii) Buyer shall pay to Target at the Closing an amount equal to the Unadjusted Purchase Price, less the amount of the Deposit (including any interest earned thereon) paid to Target pursuant to the Escrow Agreement, by delivery of (A) its promissory note in the form of EXHIBIT C hereto in the aggregate principal amount of One Million One Hundred Seventy Thousand and No/100 Dollars ($1,170,000.00) and (B) cash for the balance payable by wire transfer or delivery of other immediately available funds. To secure Buyer's payment obligations under the Buyer Note, Buyer shall execute and deliver to Target at the Closing a security agreement in the form of EXHIBIT D hereto (the "BUYER SECURITY AGREEMENT") and a mortgage in the form of EXHIBIT E hereto (the "BUYER MORTGAGE"). Buyer's indebtedness to Target pursuant to the Buyer Note, and the security interests granted by Buyer to Target pursuant to the Buyer Security Agreement, shall be subordinate and subject to Buyer's indebtedness incurred in connection with the Closing (the "SENIOR DEBT," including any refinancing of any revolving credit facility not to exceed $5,000,000 and any refinancing of the then outstanding principal amount of any term credit facility) to a commercial lender (the "SENIOR LENDER") to finance both
Unadjusted Purchase Price. Subject to the Purchase Price Adjustment provided for in Section 1.5 and Section 7.1, in consideration of the Business Conveyance, at the Closing, the Allied Parties shall pay to RSI an "Unadjusted Purchase Price" in immediately available funds in an amount that is equal to $7,400,000 above RSI's investments in and advances to RCMC, RACS and NLLC ("Net Worth") as shown on an "Interim Closing Balance Sheet", with both the Net Worth determination to be made and Interim Closing Balance Sheet to be prepared in good faith, in accordance with generally accepted accounting principles applicable to the United States of America, consistently applied ("GAAP") by RSI and submitted to Allied for review and comment five (5) days prior to the Closing Date. The Interim Closing Balance Sheet shall be based on the financial condition of RACS, RCMC and NLLC as of the most recent month-end for which the RACS, RCMC and NLLC accounting records are closed. If the Unadjusted Purchase Price were calculated based on the Net Worth of RACS, RCMC and NLLC as shown on the March 31, 1997 Balance Sheet of RACS (the "March 31 Balance Sheet") which is attached as Schedule 1.4 - Part 1, the Unadjusted Purchase Price would be $114,500,000 to be allocated as set forth on Schedule 1.4 - Part 2.
Unadjusted Purchase Price. Subject to adjustment following the Closing as provided in Section 2.2 hereof, the unadjusted purchase price for the Stock (the "Unadjusted Purchase Price") shall be Forty-Two Million Five Hundred Thousand Dollars ($42,500,000).
