Common use of Closing Payments Clause in Contracts

Closing Payments. (a) At the Closing and effective as of immediately prior to the Effective Time: (i) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing Statement, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing Statement. (b) For the avoidance of doubt, notwithstanding the netting of the Purchase Price from the Initial Reinsurance Premium (LPT), which the parties agree is to be effected for the sake of operational efficiency and ease of Closing funds flow only, there is no ceding commission paid with respect to the LPT Reinsurance Agreement. (c) Buyer may direct, upon written notice to Seller delivered as promptly as practicable after Xxxxx’s receipt of the Estimated Closing Statement and in any event at least three (3) Business Days prior to the Closing Date, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(a) shall be borne by the party required to make such transfer.

Closing Payments. (a) At the Closing and effective as of immediately prior Closing, Buyer will deliver, or cause to the Effective Time: be delivered, an amount in cash equal to: (i) Seller shall, or shall cause the applicable Business Entities toEstimated Purchase Price minus (ii) the Adjustment Escrow Deposit Amount minus (iii) the Receivables Escrow Deposit Amount minus (iv) the Representative Expense Fund (the “Closing Payment”) to Sellers, in a manner set forth in the LPT Trust Agreementsaccordance with their respective Closing Percentages, by wire transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio of immediately available funds in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to Seller Payment Instructions. Each Seller agrees that (A) Buyer shall be entitled to rely on the Initial Reinsurance Premium (LPT) as reflected Seller Payment Instructions in the Estimated Closing Statementmaking payments under this Section 1.03, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax Section 1.04 and any other payments to be withheld and paid Sellers pursuant to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance this Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) Buyer shall not be responsible for the aggregate Fair Market Value across both LPT Trust Accounts as of calculations or the Effective Time is not less than the Combined Required Balance (as defined determinations regarding such calculations in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing StatementInstructions. (b) For At the avoidance Closing, Buyer will deliver, or cause to be delivered, to the Escrow Agent by wire transfer of doubtimmediately available funds the (x) the Adjustment Escrow Deposit Amount and the (y) Receivables Escrow Deposit Amount, notwithstanding to separate escrow accounts designated by the netting Escrow Agent no later than five (5) Business Days prior to the Closing Date (the “Escrow Accounts”) and established pursuant to the terms of an escrow agreement to be dated as of the Purchase Price from Closing Date and in the Initial Reinsurance Premium form attached as Exhibit C (LPTthe “Escrow Agreement”), which among Buyer, Seller Representative and the parties agree is Escrow Agent. The Escrow Agent shall (i) maintain the Adjustment Escrow Funds separately from other funds held by the Escrow Agent (including the Receivables Escrow Funds) in the Adjustment Escrow Account, and (ii) maintain the Receivables Escrow Funds separately from other funds held by the Escrow Agent (including the Adjustment Escrow Funds) in the Receivables Escrow Account, and such Receivables Escrow Funds shall be Buyer’s sole and exclusive source of recovery for any amounts owing to be effected for Buyer or, following the sake of operational efficiency and ease of Closing funds flow onlyClosing, there is no ceding commission paid with respect the Company or its Subsidiaries pursuant to the LPT Reinsurance AgreementSection 10.06. (c) At the Closing, Buyer may directwill pay, upon written notice or cause to Seller delivered as promptly as practicable after Xxxxx’s receipt be paid, on behalf of the Company and its Subsidiaries, all Estimated Closing Statement and Transaction Expenses in any event cash by wire transfer of immediately available funds in accordance with the applicable Transaction Expenses Invoices. (d) At the Closing, Buyer will pay, or cause to be paid, to the Seller Representative, on behalf of Sellers, the Representative Expense Fund in cash by wire transfer of immediately available funds to the accounts designated by the Company at least three five (35) Business Days prior to the Closing Date. (e) At the Closing, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) will pay, or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets cause to be transferred paid, to any Trust Account shall be transferred each holder of Payoff Indebtedness in the manner set forth cash by wire transfer of immediately available funds in accordance with the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(a) shall be borne by the party required to make such transferPayoff Letters.

Closing Payments. (a) At the Closing and effective as of immediately Closing, but prior to the Effective Timepurchase and sale of the Purchased Shares pursuant to Section 2.1 (i) the Purchaser shall, as an advance to Freedom by way of a non-interest bearing loan, pay in cash by wire transfer of immediately available funds, an aggregate amount equal to the Estimated Remaining STI Trade Debt, and (ii) Freedom shall use the proceeds of such advance to repay and discharge the Estimated Remaining STI Trade Debt and shall provide a direction letter to the Purchaser (which direction letter shall set forth the Estimated Remaining STI Trade Debt) directing the Purchaser to make or cause to be made the payments described in the preceding sentence directly to Xxxx Telecom (or as otherwise directed by Rogers) by wire transfer of immediately available funds to the account designated in writing by Rogers at least one Business Day prior to Closing. The Seller Parties shall document such advance and the satisfaction of the Estimated Remaining STI Trade Debt in a manner satisfactory to the Purchaser, acting reasonably. (b) At the Closing, the Purchaser shall: (i) Seller shallpay, or shall cause the applicable Business Entities to be paid an amount equal to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to : (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing Statement, minus Purchase Price; (B) in minus the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus [Redacted – commercially sensitive purchase price adjustment]; (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, minus [Redacted – commercially sensitive purchase price adjustment]; (D) minus the Retained Asset Purchase Price Price, to Xxxx Telecom (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (or as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation otherwise directed by Xxxxx Rogers) by wire transfer of immediately available funds to the account designated in a notice delivered writing by Rogers at least one Business Day prior to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller;Closing; and (ii) Buyer shall cause LPT Reinsurer issue to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in Xxxx Telecom a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time non-interest bearing promissory note having a principal amount equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement Retained Asset Purchase Price (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment AssetsRetained Asset Note”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing Statement. (b) For the avoidance of doubt, notwithstanding the netting of the Purchase Price from the Initial Reinsurance Premium (LPT), which the parties agree is to be effected for the sake of operational efficiency and ease of Closing funds flow only, there is no ceding commission paid with respect to the LPT Reinsurance Agreement. (c) Buyer may directFrom and after Closing, the Purchaser shall discharge and pay, or cause to be discharged and paid, on behalf of Freedom and FMDI, as applicable, all Transaction Expenses owing as and when due and shall indemnify the Seller Parties and their respective affiliates for any and all losses, damages, claims, costs, expenses or other liabilities incurred or sustained by, or imposed upon written notice to Seller delivered as promptly as practicable after Xxxxx’s receipt any of them based upon, arising out of, or by reason of, the Estimated Closing Statement and in any event at least three Transaction Expenses (3) Business Days prior but solely to the extent that such Transaction Expenses were included in Closing Date, that Seller allocate the Transferred Investment Assets Net Debt or as a liability in Closing Net Working Capital as finally determined pursuant to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPTthis Agreement)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(a) shall be borne by the party required to make such transfer.

Closing Payments. (a) At the Closing and effective as of immediately On or prior to the Effective Time: date hereof, the Sellers shall have prepared and delivered to the Buyer a statement (ithe “Closing Statement”) Seller shall, or shall cause containing an estimate of the applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value Purchase Price as of the Effective Time equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the “Estimated Purchase Price”), which Closing Statement, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 Statement shall include schedules setting forth estimates of the LPT Reinsurance AgreementWorking Capital Amount, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculationAdjustment, the “LPT Transfer Amount” and such Investment AssetsClosing Cash, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts Closing Indebtedness and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i), (A) the aggregate Fair Market Value (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement)Transaction Expenses, in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing Statement. (b) For At the avoidance Closing, the following payments shall be made: (i) The Buyer shall deliver to the Sellers, by wire transfer of doubtimmediately available funds to the bank account or accounts as shall be designated in writing by the Sellers, notwithstanding an amount equal to the netting of Estimated Purchase Price, less the Indemnification Escrow Amount (the Estimated Purchase Price from Price, less the Initial Reinsurance Premium (LPTIndemnification Escrow Amount shall be referred to herein as the “Sellers’ Closing Payment”), which amount shall be allocated among the parties agree is Sellers in the manner set forth in Exhibit 2.3 attached hereto, with the understanding that the corresponding allocated portions of the Minority Xxxxx DM Purchase Price, the Majority JHDM Purchase Price and the Minority JHDM Purchase Price shall be paid directly by the Buyer to be effected JI (for the sake benefit of operational efficiency each of JI and ease of Closing funds flow onlyJIH, there is no ceding commission paid with respect to the LPT Reinsurance Agreementas applicable). (cii) The Buyer may direct, upon written notice to Seller delivered as promptly as practicable after Xxxxx’s receipt of shall deliver the Estimated Closing Statement and in any event at least three (3) Business Days prior Indemnification Escrow Amount to the Closing Date, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account Escrow Agent for deposit into an escrow account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to accordance with the terms and conditions of the LPT Trust Agreements Indemnification Escrow Agreement. (iii) The Buyer shall, on behalf of the Target Companies, deliver to each holder of Closing Indebtedness identified on the Closing Statement, by wire transfer of immediately available funds to such bank account as shall be designated in the payoff letter for each such holder as described in Section 3.2(k), below, the amount reflected in such payoff letter. (iv) The Buyer shall, on behalf of the Sellers and the New Business Trust Agreement. Any Investment Assets Target Companies, deliver to be transferred each party owed Transaction Expenses identified on the Closing Statement, by wire transfer of immediately available funds to any Trust Account such bank account as shall be transferred designated in writing by such party, the manner amount set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, opposite such party’s name on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(a) shall be borne by the party required to make such transferStatement.

Closing Payments. The Base Purchase Price, as increased or decreased by the net amount of the estimated upward and downward adjustments under Section 3.3 set forth in the Preliminary Settlement Statement (a) the “Preliminary Adjustment Amount”), less the Deposit, is referred to as the “Closing Payment.” At the Closing, the Closing and effective Payment shall be paid as of immediately prior to the Effective Timefollows: (i) Seller shall, or Purchaser shall cause the applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time amount equal to (A) the Initial Reinsurance Premium (LPT) as reflected in retention under the Estimated Closing StatementR&W Insurance Policy, minus plus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL Allowance, minus (C) the Excise Tax to be withheld and paid aggregate amount allocated to the applicable Governmental Entity Specified Retained Liabilities as set forth on Schedule 15.8(c)(ii) (the “Indemnity Escrow Amount”) with the Escrow Agent and such funds plus all income accrued thereon (the “Indemnity Escrow Fund”) shall be maintained by Seller the Escrow Agent to secure certain obligations of Sellers under this Agreement and shall be administered and payable in accordance with Section 14.1 of the LPT Reinsurance Agreement, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts this Agreement and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to SellerIndemnity Escrow Agreement; (ii) Buyer Purchaser, on behalf of Nytis USA and Carbon Appalachia Enterprises, LLC, shall cause LPT Reinsurer to transfer pay an amount equal to the LPT Trust Accounts Investment Assets such that, after giving effect then outstanding principal balance and accrued but unpaid interest due under the Credit Agreement (the “Credit Facility Payoff”) to the transfer contemplated by Section 2.3(a)(i), (A) Administrative Agent under the aggregate Fair Market Value (as defined in Credit Agreement for the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as benefit of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined Lenders thereunder, by federal funds wire transfer of immediately available funds to an account(s) designated by Sellers in the LPT Reinsurance Agreement) and (B) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement;writing; and (iii) Seller shall, or shall cause To the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed extent not paid by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately Sellers prior to the anticipated Effective TimeClosing, as estimated by Seller in good faith in accordance with SAP and as reflected Purchaser, on the Estimated Closing Statement. (b) For the avoidance behalf of doubtSellers, notwithstanding the netting shall pay an amount equal to Sellers’ share of the Purchase Price from the Initial Reinsurance Premium (LPT), which the parties agree is to be effected for the sake of operational efficiency costs and ease of Closing funds flow only, there is no ceding commission paid expenses due with respect to the LPT Reinsurance Agreement. R&W Insurance Policy pursuant to Section 9.21 (cthe “R&W Insurance Policy Costs”) Buyer may direct, upon written notice to Seller delivered as promptly as practicable after Xxxxx’s receipt of the Estimated Closing Statement and in any event at least three (3) Business Days prior to the Closing DateR&W Insurer, that Seller allocate the Transferred Investment Assets by federal funds wire transfer of immediately available funds to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(a) shall be borne an account designated by the party required to make such transfer.R&W Insurer in writing; and

Closing Payments. (a) At the Closing and effective as Closing, Sellers’ Representative shall receive payment (by wire transfer of immediately prior available funds to the Effective Time: account or accounts designated by Sellers’ Representative) by Buyer of an amount (ithe “Closing Price”) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the LPT Trust Agreements, transfer for deposit into the LPT Trust Accounts such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time cash equal to (A) the Initial Reinsurance Premium (LPT) as reflected in the Estimated Closing StatementBase Consideration, minus (B) in the event that the Pre-Closing Continuing XOL Recoverables exceed $33,369,000, the Pre-Closing XOL AllowanceEscrow Amount, minus (C) the Excise Tax to be withheld and paid to the applicable Governmental Entity by Seller in accordance with Section 14.1 amount of the LPT Reinsurance AgreementClosing Indebtedness, and minus, for the sake of operational efficiency and ease of Closing funds flow only, and notwithstanding that there will be no ceding commission with respect to the LPT Reinsurance Agreement, minus (D) the Purchase Price (such calculation, the “LPT Transfer Amount” and such Investment Assets, the “Transferred Investment Assets (LPT)”); provided, however, that after the Transferred Investment Assets (as defined below) are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been delivered to Seller; (ii) Buyer shall cause LPT Reinsurer to transfer to the LPT Trust Accounts Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(i)Transaction Bonuses minus, (AE) the aggregate Fair Market Value Transaction Expenses, and minus (as defined in the LPT Reinsurance Agreement) in the Statutory Trust Account (as defined in the LPT Reinsurance Agreement) as of the Effective Time is not less than the Statutory Trust 50213729.30 Required Balance (as defined in the LPT Reinsurance Agreement) and (BF) the aggregate Fair Market Value across both LPT Trust Accounts as of the Effective Time is not less than the Combined Required Balance (as defined in the LPT Reinsurance Agreement), in each case, as of the Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected in the Estimated Closing Statement; (iii) Seller shall, or shall cause the applicable Business Entities to, in a manner set forth in the New Business Trust Agreement, transfer for deposit into the New Business Trust Account such Investment Assets selected from the Available Portfolio in accordance with the Transferred Investment Asset Procedures and valued in accordance with the Transferred Investment Asset Procedures with an aggregate Fair Market Value as of the Effective Time equal to the Initial Payment (New Business) as reflected in the Estimated Closing Statement (the “Transferred Investment Assets (New Business)” and together with the Transferred Investment Assets (LPT), the “Transferred Investment Assets”); provided, however, that after the Transferred Investment Assets are selected, Seller shall, or shall cause the applicable Business Entities to, transfer the Transferred Investment Assets into the LPT Trust Accounts and the New Business Trust Account in accordance with the allocation directed by Xxxxx in a notice delivered to Seller in compliance with Section 2.3(c), unless no such notice has been received by Seller; and (iv) Buyer shall cause New Business Reinsurer to transfer to the New Business Trust Account Investment Assets such that, after giving effect to the transfer contemplated by Section 2.3(a)(iii), the aggregate Fair Market Value (as defined in the New Business Reinsurance Agreement) in the New Business Trust Account as of the Effective Time is equal to the Required Balance (as defined in the New Business Reinsurance Agreement) as of the month-end immediately prior to the anticipated Effective Time, as estimated by Seller in good faith in accordance with SAP and as reflected on the Estimated Closing StatementPremium Payment. (b) For At the avoidance Closing, Buyer shall cause the Xxxxxxx’x Companies, to repay or otherwise discharge any and all Closing Indebtedness, and to take all other action necessary to terminate, without any continuing liability of doubtSellers or any Xxxxxxx’x Company thereunder, notwithstanding all agreements evidencing the netting of the Purchase Price from the Initial Reinsurance Premium (LPT)borrowings and xxxxxx and swap arrangements and all pledges, which the parties agree is to be effected for the sake of operational efficiency mortgages and ease of Closing funds flow onlysecurity interests, there is no ceding commission paid if any, with respect to all such Indebtedness, to effect the LPT Reinsurance Agreementcancellation of all notes and other evidence of such Closing Indebtedness or hedge or swap arrangements, to deliver appropriate evidence of such termination, cancellation or repayment (including UCC-3s and payoff letters in a form satisfactory to Buyer and its sources of financing, as applicable) and to release and reconvey to the Xxxxxxx’x Companies any intellectual property rights previously conveyed to the lenders of the Xxxxxxx’x Companies, and to cause the redelivery of all stock certificates held pursuant to any such terminated stock pledge agreements (collectively, the “Pay-Off Documents”). Notwithstanding the foregoing, Buyer shall cause the Xxxxxxx’x Companies to pay the Transaction Bonuses (less applicable withholding Taxes) on the Closing Date. (c) Buyer may direct, upon written notice to Seller delivered as promptly as practicable after Xxxxx’s receipt Simultaneously with the payment of the Estimated Closing Statement and in any event at least three (3) Business Days prior to the Closing DatePrice, that Seller allocate the Transferred Investment Assets to the LPT Trust Accounts and the New Business Trust Account in a manner determined by Buyer (notwithstanding whether such Transferred Investment Assets are Transferred Investment Assets (New Business) or Transferred Investment Assets (LPT)), subject to the terms and conditions of the LPT Trust Agreements and the New Business Trust Agreement. Any Investment Assets to be transferred to any Trust Account shall be transferred in the manner set forth in the applicable Trust Agreement, free and clear of all Encumbrances (other than Permitted Encumbrances (solely with respect to clauses (b) and (i) of the definition thereof) and Encumbrances created under the Reinsurance Agreements and the Trust Agreements). All third- 50213729.30 party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection deposit with the transfers Escrow Agent the Escrow Amount by wire transfer of assets to the LPT Trust Accounts, New Business Trust Account or the Reinsurers (including any re-registrations or re-titling thereof) immediately available funds as contemplated by Section 2.3(a) shall be borne directed by the party required to make such transferEscrow Agent, and (ii) pay the Transaction Expenses as designated in writing by Lincap.