Affiliates shall have any further obligation to purchase the Preferential Right Asset or to pay Sellers the Preferential Right Amount.
3.1 Consideration. The consideration for the sale and purchase of the Assets contemplated by Section 2.1, shall be an amount equal to $189,000,000 (the Purchase Price), as adjusted pursuant to Section 2.6 and Section 3.3 (as so adjusted, the Adjusted Purchase Price). At the Closing, the Adjusted Purchase Price shall be paid by Buyer in cash in the manner set forth in the Sale Order by wire transfer of immediately available funds to an account or accounts designed by Sellers prior to Closing.
3.2 Deposit. Buyer has deposited, via direct bank deposit or wire transfer of immediately available Dollars, a cash deposit (the Deposit) in an amount equal to $16,000,000 with the Escrow Agent to be held and disbursed pursuant to the Escrow Agreement and this Agreement. If the Closing occurs, the Deposit shall be applied toward the Purchase Price at the Closing, and the Parties shall cause the Escrow Agent to deliver the Deposit to Sellers at the Closing. If this Agreement is terminated prior to the Closing, then the Deposit shall be disbursed in accordance with Section 10.2.
3.3 Purchase Price Adjustments. The Purchase Price shall be adjusted as follows:
(a) The Purchase Price shall be adjusted upward by the following amounts (without duplication):
(i) all Property Expenses paid by or on behalf of Sellers attributable to the Assets, in each case, to the extent attributable to periods of time on and after the Closing Date;
(ii) the amount of any Property Taxes allocated to Buyer or any of its Affiliate Designees pursuant to Section 11.2(a) but paid by Sellers as of the Closing Date;
(iii) an amount equal to the value of imbalances (gathering, processing, transportation or otherwise) that are associated with the Assets owing to Sellers as of the Closing Date, with the value to be based on the Gas Daily published price for the Carthage Hub as of the Business Day immediately prior to the Closing Date; and
(iv) any other amount expressly provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer as an upward adjustment to the Purchase Price.
(b) The Purchase Price shall be adjusted downward by the following amounts (without duplication):
(i) all Property Expenses attributable to the Assets, in each case, to the extent attributable to periods of time prior to the Closing Date and are unpaid as of the Closing Date and paid or payable by Buyer;