Common use of Closing Purchase Price Clause in Contracts

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) an amount equal to US$500 million, plus (i) the amount, if any, of the Estimated Closing Cash, minus (ii) the amount, if any, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), (ii), (iii), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplication.

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) The closing (the “Closing”) of the purchase and sale of the Assets and the assumption of the Assumed Liabilities shall be held at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, at 9:00 a.m. on June 30, 2000, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 10.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing will be deemed effective at 12:01 a.m. on the Closing Date (the “Effective Time”). (b) The aggregate purchase price for the Assets shall be $842,700,000, payable on the Closing Date (i) by wire transfer in immediately available funds to an account designated by Seller of $667,700,000 and (ii) delivery of a subordinated note, in form and substance satisfactory to Buyer and Seller, having the terms and conditions set forth on Exhibit A, in the principal amount equal of $175,000,000 (the “Seller Note”), subject to US$500 millionadjustment pursuant to Section 2.5 together with the assumption of the Assumed Liabilities as provided in Section 2.3 (the “Purchase Price”). (c) At the Closing, plus Seller shall deliver or cause to be delivered to Buyer (i) the amountXxxx of Sale, if any, of the Estimated Closing Cash, minus (ii) the amount, if any, certificates representing shares of capital stock of the Estimated Closing DebtSold Subsidiaries accompanied by stock powers, plus or minus (as the case may be) duly executed in blank, (iii) limited warranty deeds (or the amount, if any, of equivalent thereof in any jurisdiction in which limited warranty deeds may not be used) in recordable form for the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added)Owned Property being conveyed, and plus or minus (as the case may be) (iv) such other instruments of transfer and documents (including assignments of the amountIntellectual Property) as Buyer may reasonably request, if anyand Buyer shall deliver to Seller (i) the Assignment and Assumption Agreement (ii) such other instruments of assumption and documents as Seller may reasonably request and (iii) an affidavit in form and substance reasonably satisfactory to Buyer, by which duly executed and acknowledged, certifying that Seller is not a foreign person within the Estimated Closing Capex Spend Amount is greater meaning of Section 1445(f)(3) of the Code. Not later than the Target Capex Spend AmountClosing, in which case the amount of such excess parties hereto shall be added or also enter into agreements embodying certain relationships between Buyer and the amountBusiness, if any, by which on the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtractedone hand, and (v) Seller and its remaining businesses, on the amountother hand, if anyafter the Closing Date. These agreements will have terms as set forth in Exhibit A with respect to the Seller Note, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall and be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case forms set forth in Exhibit B with respect to Intellectual Property, Exhibit C with respect to the provision of each of certain transitional services and Exhibit D with respect to employee matters (i)Exhibits A through D, (ii)collectively, (iii), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” Ancillary Agreements”). Buyer and as adjusted pursuant to Section 2.5.1 is herein called Seller have entered into the “Closing Purchase Price”; Employee Matters Agreement concurrently with the execution and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each delivery of the foregoing adjustments is mutually exclusive and is to be made without duplicationthis Agreement.

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) an amount equal The Closing will occur at the office of Seller's Counsel, commencing at 10:00 A.M., Eastern time, on the Closing Date. At the Closing, Seller will sell the Interests to US$500 millionBuyer and Buyer will buy the Interests from Seller, plus in each case subject to satisfaction or waiver of the applicable Closing conditions specified in Article VII of this Agreement. Upon the Closing, (i) Buyer will deliver to Seller the amountEstimated Purchase Price (determined and delivered in accordance with paragraphs (b), if any, (c) and (d) below) against a written receipt (in form reasonably acceptable to Buyer) evidencing Seller's transfer of the Estimated Closing Cash, minus Interests to Buyer and (ii) Buyer will acquire good, valid and exclusive title to the amountInterests free and clear of all Liens. (b) At the Closing, if any, of Buyer will pay to Seller $50,000,000 (the Estimated "Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be addedPrice"), subject to adjustment as provided in Sections 2.1(c) and plus or minus (as 2.2 with respect to the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than Amount (as finally determined and adjusted, the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing "Purchase Price"). "Net Working Capital is Amount" means an amount (determined in accordance with GAAP and on a basis consistent with, and using the same accounting principles, policies, practices and procedures used in preparing, the Restaurant Segment's Audited Financial Statements) equal to (x) the sum of cash and cash equivalents, accounts receivable (less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (iallowance for doubtful accounts), current portion of notes and other receivables (iiother than Retained Assets), inventories, prepaid expenses and other current assets less (iiiy) the sum of trade accounts payable, accrued payroll and all related accrued payroll taxes and benefits, accrued insurance (both premiums and estimated losses and incurred but not reported claims pushed-down from Seller's balance sheet), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplication.gift

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) The closing (the "Closing") of the purchase and sale of the Assets and the assumption of the Assumed Liabilities shall be held at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, at 9:00 a.m. on June 30, 2000, or if the conditions to Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 10.3, as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." The Closing will be deemed effective at 12:01 a.m. on the Closing Date (the "Effective Time"). (b) The aggregate purchase price for the Assets shall be $842,700,000, payable on the Closing Date (i) by wire transfer in immediately available funds to an account designated by Seller of $667,700,000 and (ii) delivery of a subordinated note, in form and substance satisfactory to Buyer and Seller, having the terms and conditions set forth on Exhibit A, in the principal amount equal of $175,000,000 (the "Seller Note"), subject to US$500 millionadjustment pursuant to Section 2.5 together with the assumption of the Assumed Liabilities as provided in Section 2.3 (the "Purchase Price"). (c) At the Closing, plus Seller shall deliver or cause to be delivered to Buyer (i) the amountXxxx of Sale, if any, of the Estimated Closing Cash, minus (ii) the amount, if any, certificates representing shares of capital stock of the Estimated Closing DebtSold Subsidiaries accompanied by stock powers, plus or minus (as the case may be) duly executed in blank, (iii) limited warranty deeds (or the amount, if any, of equivalent thereof in any jurisdiction in which limited warranty deeds may not be used) in recordable form for the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added)Owned Property being conveyed, and plus or minus (as the case may be) (iv) such other instruments of transfer and documents (including assignments of the amountIntellectual Property) as Buyer may reasonably request, if anyand Buyer shall deliver to Seller (i) the Assignment and Assumption Agreement (ii) such other instruments of assumption and documents as Seller may reasonably request and (iii) an affidavit in form and substance reasonably satisfactory to Buyer, by which duly executed and acknowledged, certifying that Seller is not a foreign person within the Estimated Closing Capex Spend Amount is greater meaning of Section 1445(f)(3) of the Code. Not later than the Target Capex Spend AmountClosing, in which case the amount of such excess parties hereto shall be added or also enter into agreements embodying certain relationships between Buyer and the amountBusiness, if any, by which on the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtractedone hand, and (v) Seller and its remaining businesses, on the amountother hand, if anyafter the Closing Date. These agreements will have terms as set forth in Exhibit A with respect to the Seller Note, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall and be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case forms set forth in Exhibit B with respect to Intellectual Property, Exhibit C with respect to the provision of each certain transitional services and Exhibit D with respect to employee matters (Exhibits A through D, collectively, the "Ancillary Agreements"). Buyer and Seller have entered into the Employee Matters Agreement concurrently with the execution and delivery of (i), (ii), (iii), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplicationthis Agreement.

Closing Purchase Price. The consideration payable closing of the Transactions (the ----------------------- "Closing") shall take place at Levinson, Miller, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m., local time, on the date on or prior to June 30, 1997 which is five (5) business days after all of the conditions specified in Article 6 (other than those which are to be satisfied at the Closing) have been satisfied or waived in writing or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the Purchaser to IAMGOLD parties and their respective counsel. The purchase price for the Purchased Shares Meridian Assets and the Meridian Business (the "Purchase Price") shall be: (a) be an amount equal to US$500 million$4,811,000, plus an amount equal to the Construction Adjustment. The term "Construction ---- Adjustment" shall mean an amount equal to the aggregate amount actually paid by Meridian after June 13, 1996 and prior to the Closing Date with respect to the costs and expenses incurred in the acquisition and construction of those certain projects (icollectively, the "New Sites") (a) described in Section 2.3 of the Meridian Disclosure Schedule or (b) acquired after the date of this Agreement with the prior written consent of ATS, which consent shall not be unreasonably withheld, other than, in all cases, those costs and expenses which are unreasonable or to which ATS shall have objected in writing prior to their incurrence or commitment by Meridian. The Purchase Price shall be payable by wire transfer of immediately available funds (a) to the Indemnity Escrow Agent (or as it may designate) pursuant to the provisions of the Indemnity Escrow Agreement in the amount of $481,000 minus an amount equal to ----- the amount, if any, expended by Meridian subsequent to the date of the Estimated Closing Cash, minus (ii) the amount, if any, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), (ii), (iii), (iv) and (v), as adjusted this Agreement pursuant to Section 2.5. Such net amount prior a mutually agreed upon designation of Meridian and ATS entitled an "Indemnity Escrow Fund Reducing Expense" to being adjusted pursuant to Section 2.5.1 is herein called remedy any misrepresentation, breach of warranty or other breach or defect (the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; "Indemnity Escrow Fund") and (b) to Meridian for the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each balance of the foregoing adjustments purchase price to such account as is mutually exclusive designated by Meridian in written instructions to ATS delivered not later than two (2) business days prior to the Closing. The parties hereto have heretofore agreed upon an allocation schedule (the "Tax Allocation Schedule") pursuant to which the Purchase Price shall be allocated among the Meridian Assets. Each of Meridian and ATS shall report the purchase and sale of the Meridian Assets and the Meridian Business and the other Transactions in accordance with the Tax Allocation Schedule (as adjusted for Events between the date hereof and the Closing Date) for purposes of all federal, state and local Tax Returns and shall not take, and shall cause their respective Affiliates, representatives, successors and assigns not to take, any position on any federal, state or local Tax Return or report, inconsistent with such reporting position. Each of Meridian and ATS shall promptly give the other notice of any disallowance of or challenge to such reporting by any Taxing Authority. Notwithstanding the provisions of this Section, the parties to this Agreement will rely solely on their own advisors in determining the tax consequences of the transactions contemplated by this Agreement and each party is not relying, and will not rely, on any representations or assurances of any other party regarding such consequences other than the representations, warranties, covenants and agreements set forth in writing in this Agreement or furnished pursuant to be made without duplicationthe provisions hereof.

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) The closing (the "Closing") of the purchase and sale of the Assets and the assumption of the Assumed Liabilities shall be held at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP at 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 9:00 a.m., Pacific Standard Time, on the third Business Day following satisfaction of the condition set forth in Section 3.1(c), or on each other date as the parties may agree; provided that if the conditions to 12 Closing set forth in Article III shall not have been satisfied or waived by such date, subject to Section 11.3, the Closing shall be postponed until such conditions shall have been satisfied or waived. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date." The Closing will be deemed effective at 12:01 a.m. on the Closing Date (the "Effective Time"). (b) The aggregate purchase price for the Assets shall be Eighty-Four Million One Hundred Twenty-Five Thousand Dollars ($84,125,000), payable on the Closing Date by wire transfer in immediately available funds to an amount equal account designated by Seller, subject to US$500 millionadjustment pursuant to this Section and Section 2.5 (the "Purchase Price"). Five days prior to the Closing, plus Seller will deliver in writing to Buyer a good faith estimate of the Closing Net Assets, which shall be the net assets as of the end of the most recent accounting month for which internal financial statements are available, determined on a basis consistent with the methodology to be employed in the calculation of the Closing Net Assets as set forth below (the "Estimated Closing Net Assets"). The Estimated Closing Net Assets shall specify, in reasonable detail, any changes made to estimates at completion ("EACs"). To the extent that the Estimated Closing Net Assets are greater than the Target Amount, the Purchase Price to be remitted at Closing will be increased by such excess. To the extent that the Estimated Closing Net Assets are less than the Target Amount, the Purchase Price to be remitted at Closing will be decreased by such shortfall. Subsequent to Closing, the provisions of Section 2.5 will be applied. (c) At the Closing, Seller shall deliver or cause to be delivered to Buyer (i) the amount, if any, Xxxx of Sale in the Estimated Closing Cash, minus form set forth on Exhibit E and (ii) the amount, if any, such other instruments of transfer and documents (including assignments of the Estimated Closing DebtIntellectual Property) as Buyer may reasonably request, plus or minus and Buyer shall deliver to Seller (as the case may be) (iiii) the amount, if any, of Assignment and Assumption Agreement in the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, form set forth on Exhibit F and (vii) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount such other instruments of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), (ii), (iii), (iv) assumption and (v), documents as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplicationSeller may reasonably request.

Closing Purchase Price. The In consideration payable for the conveyance by the Sellers to the Purchaser to IAMGOLD for of the Purchased Shares shall be: (a) an amount equal to US$500 millionInterests, plus (i) at the amount, if any, of the Estimated Closing Cash, minus (ii) the amount, if any, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amountClosing, the absolute value of such amount Purchaser will pay, or cause to be added)paid, and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and Thirty Five Million Nine Hundred Fifty Five Thousand Dollars (v$35,955,000) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), (ii), (iii), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; ), payable as follows: (a) an amount of cash by wire transfer of immediately available funds sufficient to satisfy in full the Closing Date Indebtedness, to the applicable lender(s) or other payee(s) and in the amounts set forth on Schedule 3.1(a), to the bank account(s) designated in writing by such lenders or other payee(s) no later than the second Business Day prior to Closing; (b) an amount of cash by wire transfer of immediately available funds sufficient to satisfy in full all of the Transaction Expenses not paid by Sellers prior to Closing, to the payees and in the amounts set forth on Schedule 3.1(b) (the “Closing Date Transaction Expenses”), to a bank account(s) designated in writing by such payees no later than the second Business Day prior to Closing; (c) Thirty Five Million Four Hundred Fifty Five Thousand Dollars ($35,455,000), less an amount equal to the sum of the Closing Date Indebtedness and the Closing Date Transaction Expenses, in cash to Sellers by wire transfer of immediately available funds to the account or accounts designated in writing by the Sellers, such designation to occur no later than the second Business Day prior to Closing (such amount, together with the amounts payable under clauses (a) and (b) above, collectively, the Rare Earth Contingent Payment“Closing Cash Consideration”); and (d) Five Hundred Thousand Dollars ($500,000) by the issuance by the Purchaser to Sellers’ designee(s) of a two-year promissory note payable to the Seller in the aggregate original principal amount of Five Hundred Thousand Dollars ($500,000), in the form attached hereto as Exhibit G (the “Note”). For certaintyThe Note shall (i) bear interest at the annual rate equal to Prime Rate (which shall be re-set, it is as applicable, on the Parties’ intention that each one-year anniversary of the foregoing adjustments is mutually exclusive Closing Date) payable in two (2) equal installments of principal (plus accrued and is to unpaid interest) on the first and second anniversary of the Closing Date, (ii) provide for prepayments, without penalty, at any time by the Purchaser and (iii) be made without duplicationunconditionally guaranteed by the Parent (the “Guaranty”).

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) In consideration for the Solar Source Units, at the HSR Closing, Purchaser shall deliver to Seller (and/or one or more of Seller’s designees), in cash, an aggregate amount equal to US$500 million(i) $384,500,000 (the “HSR Base Purchase Price”), plus (ii) an amount, which may be positive or negative, that shall be equal to (A) the amount of HSR Working Capital set forth in the applicable Estimated Closing Statement minus (B) the HSR Target Working Capital Amount (the amount in clause (ii), the “HSR Closing Working Capital Adjustment”), minus (iii) if the HSR Closing Date occurs on or after the Adjustment Date, the HSR Timing Adjustment (which may be positive or negative) set forth in the applicable Estimated Closing Statement; provided, that if Seller obtains a judgment or settlement pursuant to Section 10.11 to compel Purchaser to proceed to HSR Closing, then the HSR Timing Adjustment will be zero (0) and no amounts related to the HSR Timing Adjustment shall be payable hereunder, regardless of when the HSR Closing actually occurs (the aggregate amount determined pursuant to this Section 2.2(a), the “HSR Closing Purchase Price”). (b) In consideration for the applicable Consent Units, at the related Consent Closing, Purchaser shall deliver to Seller (and/or one or more of Seller’s designees), in cash, an aggregate amount equal to (i) the amountpurchase price attributable to the Consent Company as indicated on Schedule IV (the “CC Base Purchase Price”), if any, of the Estimated Closing Cash, minus plus (ii) the an amount, if anywhich may be positive or negative, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount that shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus equal to (as the case may beA) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or CC Working Capital set forth in the amount, if any, by which the applicable Estimated Closing Capex Spend Statement applicable to such Consent Company minus (B) the CC Target Working Capital Amount is less than the Target Capex Spend Amount, in which case applicable to such Consent Company (the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), clause (ii), (iiithe “CC Closing Working Capital Adjustment”), minus (iv) and if the Consent Closing Date applicable to such Consent Company occurs on or after the Adjustment Date, the CC Timing Adjustment (v)which may be positive or negative) associated with such Consent Company set forth in the applicable Estimated Closing Statement; provided, as adjusted that if Seller obtains a judgment or settlement pursuant to Section 2.5. Such net 10.11 to compel Purchaser to proceed to such Consent Closing, then the CC Timing Adjustment applicable to such Consent Company will be zero (0) and no amounts related to the CC Timing Adjustment with respect to such Consent Company shall be payable hereunder, regardless of when the applicable Consent Closing actually occurs (the aggregate amount prior to being adjusted determined pursuant to this Section 2.5.1 is herein called 2.2(b) with respect to such Consent Company, the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “CC Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplication).

Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) The closing (the "Closing") of the purchase and sale of the Going Concern shall be held at the offices of Studio Legale Montanari Brescia e Associati at 10:00 x.x. on the first month end following the date on which the condition to Closing set forth in Article III hereof shall have been satisfied or on such other date agreed upon in writing by the Parties with a view to having the Closing held on April 30, 2007. The date on which the Closing shall occur, effective as of 11.59 p.m., is hereinafter referred to as the "Closing ------- Date". It is understood that any and all actions and transactions constituting ---- the Closing (including all the deeds and documents to be executed at the Closing and deliveries to be carried out at Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction so that such actions and transactions shall be deemed to occur simultaneously, and no such action or transaction shall be deemed to have been consummated until all such actions and transactions have been consummated. (b) At the Closing, each of Seller and Purchaser shall execute and deliver the Deed of Transfer, which Purchaser shall cause to be filed as prescribed by applicable Law, and shall execute or cause to execute and deliver such other instruments as may be necessary, under applicable law, to vest in Purchaser good and marketable title to the Going Concern, including the Intellectual Property owned by Seller's Affiliates pursuant to Exhibit G, and to otherwise properly effect the purposes of this Agreement. (c) The parties have agreed that the purchase price for the Going Concern is provisionally agreed to in the amount of (euro) 5,540,000 plus the amount in Euro of Inventory minus Trade Payables and Customer Bonuses as indicated in the Reference Financial Sheet, which is equal to (euro) 4,599,000 (the "Provisional Purchase Price"), a part of which shall be allocated to ---------------------------- goodwill as agreed at Closing. The Provisional Purchase Price shall be subject to adjustment pursuant to Section 2.4 below (the Purchase Price, so adjusted, the "Final Purchase Price"). -------------------- (d) Purchaser shall pay to Seller an amount equal to US$500 millionthe Provisional Purchase Price on the Closing Date by wire transfer in immediately available funds to the account or accounts designated by Seller and communicated to Purchaser upon at least 3 Business Days prior notice. (e) At the Closing, plus Seller and Purchaser shall execute or cause to be executed and delivered to each other the Transition Services Agreement. (if) At the amountClosing, if any, Seller shall carry out a physical stock-take of the Estimated Closing Cash, minus (ii) the amount, if any, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, Inventory in the case of each presence of (i), (ii), (iii), (ivrepresentatives of ) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplicationPurchaser.