Common use of Consideration Payment Clause in Contracts

Consideration Payment. (a) The aggregate consideration (collectively, the “Purchase Price”) to be paid by Purchaser for the purchase of the Acquired Assets shall be: (i) the assumption of Assumed Liabilities, (ii) the credit bid of 100% of the Loan Agreement Indebtedness (the “Credit Bid Amount”) (such portion of the Purchase Price, the “Credit Bid Portion”) which amount shall be satisfied by discharging all Loan Agreement Indebtedness pursuant to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal to the amount set forth opposite “Total Wind-Down Budget Amount” in the Wind-Down Budget (the “Wind-Down Amount”). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with Section 2.1(a), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging Sellers, and Sellers shall be deemed to be discharged, from the Loan Agreement Indebtedness in an aggregate amount equal to the Credit Bid Amount (for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness). (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any (i) claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (ii) Taxes, (iii) fees and expenses of professionals engaged by Sellers, or (iv) other amounts contemplated by the Wind-Down Budget (including administrative and priority claims not assumed by Purchaser), in each case, to the extent set forth therein and, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment Amount”), the Purchaser shall be entitled to receive the Wind-Down Adjustment Amount, and, promptly following the determination of such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, or cause to be delivered, to Purchaser an aggregate amount equal to the Wind-Down Adjustment Amount in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by Purchaser.

Consideration Payment. (a) The aggregate consideration Purchase Price shall be an amount to be paid at the Closing (collectively, the “Closing Cash Purchase Price”) equal to: (A) $247,500,000 (the “Base Cash Purchase Price”), minus (B) the aggregate amount of the Estimated Outstanding Indebtedness, plus (C) the Estimated Working Capital Adjustment Amount (it being understood that if the Estimated Working Capital Adjustment Amount is a negative number, its net effect shall be for it to be paid subtracted from the Base Cash Purchase Price in the calculation of the Closing Cash Purchase Price), plus (D) the amount of the Estimated Cash in excess of $0.00, minus (E) the amount of Estimated Cash less than $0.00, minus (F) the Transaction Payments. The Closing Cash Purchase Price shall be subject to increase or decrease after the Closing in accordance with Section 2.05. (b) The Closing Cash Purchase Price shall be estimated in good faith by Purchaser the Company, and each component incorporated into the estimated Closing Cash Purchase Price shall be estimated as of the Closing. At least five days before the Closing Date, the Company shall deliver to Buyer a certificate executed on behalf of the Company by the Chief Financial Officer of the Company (the “Closing Statement”) setting forth such estimate and indicating in detail the basis for the purchase estimate, including an estimate as of the Acquired Assets shall beClosing of: (i) the assumption of Assumed LiabilitiesClosing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”), (ii) the credit bid Cash (the “Estimated Cash”) (after accounting for any deductions for the payment by the Company of 100% of any Transaction Payments being paid by the Loan Agreement Company at or immediately before the Closing that are not reflected on the Transaction Payment Schedule), (iii) the Outstanding Indebtedness (the “Credit Bid AmountEstimated Outstanding Indebtedness”), (iv) (such portion of the Purchase Price, the “Credit Bid Portion”) which amount shall be satisfied by discharging all Loan Agreement Indebtedness pursuant to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal to the amount set forth opposite “Total Wind-Down Budget Amount” in the Wind-Down Budget Transaction Payments (the “Wind-Down Estimated Transaction Payments”), and (v) the Working Capital and the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”). At Such certificate shall be accompanied by (A) a schedule showing the portion of the Closing Cash Purchase Price to which Seller is entitled, and (B) appropriate documentation supporting the estimates contained in the Closing Statement. The estimates, calculations and supporting documentation contained in and included with the Closing Statement shall be reasonably satisfactory to Buyer. Subject to the foregoing, the good faith estimate of the Closing Cash Purchase Price in the Closing Statement shall be conclusive for the purposes of the payment to be made by Seller at the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice but shall be subject to Sellers at least two (2) Business Days prior to adjustment after the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with the provisions of Section 2.1(a), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging Sellers, and Sellers shall be deemed to be discharged, from the Loan Agreement Indebtedness in an aggregate amount equal to the Credit Bid Amount (for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness)2.05. (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any (i) claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (ii) Taxes, (iii) fees and expenses of professionals engaged by Sellers, or (iv) other amounts contemplated by the Wind-Down Budget (including administrative and priority claims not assumed by Purchaser), in each case, to the extent set forth therein and, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment Amount”), the Purchaser shall be entitled to receive the Wind-Down Adjustment Amount, and, promptly following the determination of such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, or cause to be delivered, to Purchaser an aggregate amount equal to the Wind-Down Adjustment Amount in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by Purchaser.

Consideration Payment. (a) The aggregate consideration (collectively, the “Purchase Price”) to be paid Price by Purchaser for the purchase of the Acquired Assets shall be: (i) the assumption of Assumed Liabilities, (ii) the credit bid of 100% of the Loan Agreement Indebtedness (the “t Credit Bid Amount”) (such portion of the Purchase Price, the “A mount Credit Bid Portion”) Portion which amount shall be satisfied by discharging all Loan Agreement Indebtedness pursuant to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal to the amount set forth opposite “Total Wind-Down Budget Amount” - in the Wind-Down Budget (the “th Wind-Down Amount”Amount ). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with Section S ection 2.1(a), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging Sellers, and Sellers shall be deemed to be discharged, from the Loan Agreement Indebtedness in an aggregate amount equal to the Credit Bid Amount (for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness). (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any (i) claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (ii) Taxes, (iii) fees and expenses of professionals engaged by Sellers, or (iv) other amounts contemplated by the Wind-Down Budget (including administrative and priority claims not assumed by Purchaser), in each case, to the extent set forth therein and, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment Amount”), the Purchaser shall be entitled to receive the Wind-Down Adjustment Amount, and, promptly following the determination of such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, or cause to be delivered, to Purchaser an aggregate amount equal to the Wind-Down Adjustment Amount in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by Purchaser.,

Consideration Payment. (a) The aggregate 6.1 In consideration (collectivelyof the aforesaid and subject to due performance by the Seller of each of its covenants, undertakings and obligations, the “Purchase Price”Purchaser has agreed to pay to the Vendor a sum of Rs. 12,53,15,000/- (Rupees Twelve Crores Fifty Three Lakhs and Fifteen Thousand only) (hereinafter called the TOTAL CONSIDERATION AMOUNT) which amount includes the cost of construction of the said Unit, the open terrace, common parts and facilities and also the consideration for the abovementioned 5 (five) numbers of covered Parking Spaces. At or before the execution of this Agreement the Purchaser has paid to the Seller a sum of Rs.75276768/- (Rupees Seven Crores Fifty Two Lac Seventy Six Thousand Seven Hundred Sixty Eight only) inclusive of Service Tax/GST towards part payment of the Total Consideration Amount (the receipt whereof the Seller doth hereby as also by the Memo hereunder written admits and acknowledges), with the balance of the Total Consideration Amount to be paid in the manner provided for in the FOURTH SCHEDULE hereunder written. 6.3 Time for payment of the said Total Consideration Amount is and shall always remain as the essence of the contract. 6.4 The Purchaser shall regularly and punctually make payment of the various amounts agreed to be paid by the Purchaser for to the purchase Seller in terms of this Agreement within the time as agreed and stipulated herein and it will not be necessary on the part of the Acquired Assets shall be: (i) Seller to give any notice and in any event the assumption of Assumed Liabilities, (ii) Purchaser waives the credit bid of 100% of the Loan Agreement Indebtedness (the “Credit Bid Amount”) (right to receive such portion of the Purchase Price, the “Credit Bid Portion”) which amount shall be satisfied by discharging all Loan Agreement Indebtedness pursuant to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal notice. 6.5 In addition to the amount set forth opposite “Total Wind-Down Budget Amount” in the Wind-Down Budget (the “Wind-Down Amount”). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Consideration Amount agreed to be paid by the Purchaser at the Closing. (b) In accordance with Section 2.1(a), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging Sellers, and Sellers shall be deemed to be discharged, from the Loan Agreement Indebtedness Seller in an aggregate amount equal to the Credit Bid Amount (for the avoidance terms of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness). (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser has agreed and obligated himself/herself/itself to make payment of the Additional Amounts (as detailed in PART - I and PART - II of the FIFTH SCHEDULE hereunder written), and all such additional payments must be paid on or before the Possession Date. 6.6 Charges for providing any additional work in and/or relating to the extent that said Unit at the actual amount paid by Sellers to wind down request of the bankruptcy estate of Sellers Purchaser and for providing any additional facilities or utility for the aggregate amount said Unit shall be paid borne and discharged by the Purchaser. 6.7 All betterment fees taxes and other levies charges imposed by the Government or any other authority relating to the said Xxxxxxxx and/or the said Unit shall be paid and borne by the Purchaser proportionate to his/her/ its interest therein save and except those arising from and/or pertaining to and/or connected with any development and/or improvement carried out by the Seller in pursuance of any modification, alteration etc. of the Plan as sanctioned by all the concerned authorities. 6.8 Time for payment shall always remain as the essence of the contract. In the event of any default on the part of the Purchaser in making payment of any of the amounts agreed to be paid in terms of this Agreement, the Seller shall be entitled to claim interest at the rate of 15% (ififteen percent) claims asserted pursuant per annum on the amount remaining outstanding subject to Section 503(b)(9what is hereinafter appearing. 6.9 In the event of any default on the part of the Purchaser in making payment of any of the amounts in terms of this Agreement and if such default shall continue for a period of 90 (ninety) days from the same becoming due, the Seller shall be entitled, upon prior 15 (fifteen) days’ written notice to the Purchaser, to and is hereby authorised to determine and/or rescind this Agreement and forfeit a sum equivalent to 10% (ten percent) of the Bankruptcy CodeTotal Consideration Amount as and by way of predetermined liquidated damages, (iiand the Purchaser hereby consents to the same, and the Seller shall and undertakes to refund the balance of the Total Consideration Amount and all other amounts paid/deposited by the Purchaser to/with the Seller and/or at the instructions of the Seller including but not limited to the Additional Payments, within a maximum period of 45 ( Forty Five) Taxes, (iii) fees and expenses days from the date of professionals engaged by Sellerstermination of this Agreement, or earlier if the Seller enters into an agreement for sale with another person in respect of the said Unit, whereupon the Seller undertakes to refund the aforesaid sums within 30 (ivThirty) days from the date on which such fresh agreement is entered into. Upon such termination the Purchaser shall cease to have any right or claim in respect of the said Unit save and except the right to receive and claim refund of the aforesaid amounts, and the Seller shall be entitled to enter into an agreement for sale and transfer in respect of the Said Unit with any other person or persons and the Purchaser and the Seller hereby consent to the same. 6.10 The Purchaser agrees and covenants not to claim any right or possession over and in respect of the said Unit till such time the Purchaser has made and/or deposited all the amounts contemplated herein agreed to be paid or deposited by the Wind-Down Budget (including administrative Purchaser. 6.11 In the event of the Seller being desirous of providing any additional materials, facilities or gadgets over and priority claims not assumed by Purchaser)above what has been agreed upon for the benefit of the residents of the Building, in each case, then subject to the extent set forth therein and, in each case, whether due Purchaser consenting to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment Amount”)same, the Purchaser shall be entitled liable to receive make payment of the Wind-Down Adjustment AmountProportionate share in respect thereof, andand such additional materials, promptly following facilities and gadgets shall form a part of the determination of Common Portions. However, whether such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, additional facilities or cause amenities are to be deliveredprovided for, to will be entirely at the sole discretion of the Seller, and the Purchaser an aggregate amount equal hereby consents to the Wind-Down Adjustment Amount in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by Purchasersame.

Consideration Payment. (a) The aggregate consideration (collectively, the “Purchase Price”) to be paid by by, or on behalf of, Purchaser for the purchase of the Acquired Assets shall be: (i) the assumption of Assumed LiabilitiesLiabilities (including, for the avoidance of doubt, the Assumed Revolver Obligations), (ii) the credit bid of 100% Credit Bid in an amount equal to $53,800,000 of the Prepetition Revolving/Term Loan Agreement Indebtedness Debt (the “Credit Bid Amount”) (, and such portion of the Purchase Price, the “Credit Bid Portion”) which amount shall to be satisfied by discharging all Loan Agreement Indebtedness pursuant paid to section 363(k) of the Bankruptcy Code Credit Sellers in consideration for the Credit Acquired Assets, and (iii) solely in respect of the Cash Acquired Assets cash, in an amount in cash equal to $15,500,000 plus the amount set forth opposite Bridge Payoff Amount minus Estimated Closing Cash (such portion of the Purchase Price, the “Total Wind-Down Budget Amount” Cash Consideration”) to be paid to the Cash Consideration Sellers in consideration for the Wind-Down Budget acquisition of the Cash Acquired Assets; provided that the Bridge Payoff Amount shall be used to pay all outstanding obligations under the Bridge Loan Credit Agreement (the “Wind-Down AmountBridge Loan Secured Obligations”). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with Section 2.1(a2.1(a)(ii), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging SellersCredit Sellers of the Credit Bid Amount, and and, effective as of the Closing, Credit Sellers shall be deemed to be discharged, from the Loan Credit Agreement Indebtedness in an aggregate amount equal to the Credit Bid Amount (for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers Encumbered Asset that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Credit Agreement Indebtedness(such remaining outstanding amount, the “Remaining Prepetition Debt” )). (c) Notwithstanding anything In accordance with Section 2.1(a)(iii), Purchaser shall first satisfy the Purchase Price at the Closing as to the contrary Cash Consideration by paying all Bridge Loan Secured Obligations as of the Closing Date in this Agreement, an amount equal to the extent that Bridge Payoff Amount in full and final satisfaction thereof. The remaining Cash Consideration after payment of the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any Bridge Loan Secured Obligations shall (i) claims asserted pursuant to Section 503(b)(9) of fund the Bankruptcy CodeCarve-Out, (ii) Taxespay $2,500,000 on behalf of Purchaser (which amount, for the avoidance of doubt, is part of the Cash Consideration and shall not be reimbursed by Purchaser) to the Pension Benefit Guaranty Corporation for full release of any and all claims that it has against the Sellers, their Subsidiaries (including all Acquired Entities), Purchaser and Credit Agreement Lenders in respect of their pension Liabilities and (iii) fees and expenses of professionals engaged by Sellers, or (iv) other to pay such amounts contemplated required by the Wind-Down Budget (including Cash Consideration Sellers as consideration for the purchase of the other Cash Consideration Assets as provided for herein on or before the Closing. The remaining Cash Consideration after payment of the Bridge Loan Secured Obligations and the payments in the immediately preceding sentence shall remain to the Debtors’ bankruptcy estates to pay other administrative claims and priority claims not assumed by Purchaser), in each case, to fund to the extent set forth therein and, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such differencesufficient, the “Wind-Down Adjustment Amount”), confirmation of a plan of liquidation and the Purchaser orderly wind down of the Debtors assets and their retained Subsidiaries. (d) Any payment required to be made pursuant to any other provision hereof shall be entitled to receive the Wind-Down Adjustment Amount, and, promptly following the determination of such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, or cause to be delivered, to Purchaser an aggregate amount equal to the Wind-Down Adjustment Amount made in cash by wire transfer of immediately available funds to such bank account as shall be designated in writing by Purchaserthe applicable Party to (or for the benefit of) whom such payment is to be made at least five (5) Business Days prior to the date such payment is to be made.

Consideration Payment. (a) The aggregate consideration (collectivelyIn order to facilitate the consummation of the OpCo Closing, at the OpCo Closing, the “Purchase Price”) to be paid by Purchaser for the purchase of the Acquired Assets shall be: (i) the assumption of Assumed Liabilities, (ii) the credit bid of 100% of the Loan Agreement Indebtedness (the “Credit Bid Amount”) (such portion of the Purchase Price, the “Credit Bid Portion”) which amount shall be satisfied by discharging all Loan Agreement Indebtedness pursuant to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal to the amount set forth opposite “Total Wind-Down Budget Amount” in the Wind-Down Budget (the “Wind-Down Amount”). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with Section 2.1(a), Purchaser shall satisfy the Purchase Price at the Closing as to the Credit Bid Portion by discharging Sellers, and Sellers following steps shall be deemed to occur in the following order: (i) to effect the portion of the Credit Bid with respect to the OpCo Sale, BidCo (or its Designee(s)) shall be discharged, from the Loan Agreement Indebtedness in an aggregate amount equal deemed to assign to OpCo Purchaser a portion of the Credit Bid Amount (for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness). (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any (i) claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (ii) Taxes, (iii) fees and expenses of professionals engaged by Sellers, or (iv) other amounts contemplated by the Wind-Down Budget (including administrative and priority claims not assumed by Purchaser), in each case, to the extent set forth therein and, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment OpCo Credit Bid Amount”), the Purchaser which OpCo Credit Bid Amount shall be entitled comprised of a portion of (A) the Term Loan Obligations and First Lien Notes Obligations, and (B) the DIP Obligations, which portions shall be proportionate to receive the Wind-Down Adjustment total amount of Term Loan Obligations and First Lien Notes Obligations and DIP Obligations as constitute the total Credit Bid Amount, and, promptly following ; (ii) as consideration for the determination deemed assignment of such amount the OpCo Credit Bid Amount described in clause (and in no event later than two (2) Business Days following such determinationi), Sellers OpCo Purchaser (or its Designee(s)) shall (A) deliver, or cause to be delivered, to Purchaser an aggregate amount or at the direction of PropCo Purchaser, a cash payment equal to one million dollars ($1,000,000) to an account designated by Earnout Co. and (B) take the Windactions contemplated by Section 2.5(b); (iii) OpCo Purchaser shall (or shall cause its Designee to): (A) credit bid the OpCo Credit Bid Amount; (B) deliver, or cause to be delivered, to the Company, a cash payment (the “OpCo-Down Adjustment Amount in cash Company Closing Date Payment”) equal to: (1) six hundred ninety-two million dollars ($692,000,000); plus (2) the Payoff Amount; plus (3) fifty percent (50%) of the amount (if any) by wire transfer which Estimated October EBITDA exceeds the Target October EBITDA; less (4) fifty percent (50%) of immediately available funds to such bank account as shall be designated in writing the amount (if any) by Purchaser.which Target October EBITDA exceeds Estimated October EBITDA; less (5) the Estimated Closing Cash; less

Consideration Payment. (a) The Subject to any adjustment pursuant to Section 2.7, the aggregate consideration (collectively, the “Purchase Price”) to be paid by Purchaser for the purchase of the Acquired Assets shall be: (iy) the assumption of Assumed Liabilities, Liabilities and (iiz) the credit bid of 100% of the Loan Agreement Indebtedness a cash payment (the “Credit Bid AmountCash Payment”) of $35,000,000, (such portion of A) plus (in the Purchase Priceevent the Estimated Inventory exceeds the Target Inventory) the amount, if any, by which the “Credit Bid Portion”Estimated Inventory exceeds the Target Inventory or (B) minus (in the event the Target Inventory exceeds the Estimated Inventory) the amount, if any, by which amount the Target Inventory exceeds the Estimated Inventory, and (C) minus the Estimated Property Taxes. The Cash Payment shall be satisfied by discharging all Loan Agreement Indebtedness pursuant deemed allocated among the Acquired Assets as follows (and any post-Closing adjustments to section 363(k) of the Bankruptcy Code and (iii) an amount in cash equal to the amount set forth opposite “Total Wind-Down Budget Amount” in the Wind-Down Budget (the “Wind-Down Amount”). At the Closing, in lieu of paying all or any portion of the Wind-Down Amount, Purchaser may, by delivery of a written notice to Sellers at least two (2) Business Days prior to the Closing Date, instruct Sellers to retain a portion of, and not to exceed, the cash expected to be actually held at Closing by Sellers (net of written but uncashed checks) in an amount set forth in such notice and such cash shall constitute “Excluded Cash” hereunder and reduce, on a dollar for dollar basis, the Wind-Down Amount to be paid by Purchaser at the Closing. (b) In accordance with Section 2.1(a), Purchaser shall satisfy the Purchase Price at the in respect of Closing as Property Taxes shall be allocated to the Credit Bid Portion by discharging Sellers, and Sellers applicable category of assets set forth below for which any such adjustments relate): (i) $4,500,000 plus or minus (as applicable) 75% of any post-Closing adjustments to the Purchase Price for Closing Inventory pursuant to Section 2.7 shall be deemed to be discharged, from the Loan Agreement Indebtedness in an aggregate amount equal to the Credit Bid Amount (consideration for the avoidance of doubt, any Encumbrance and security interest of Purchaser on any asset of Sellers that is not an asset being purchased by Purchaser pursuant to this Agreement shall not be released and will continue to secure the remaining outstanding amount of the Loan Agreement Indebtedness).Inventory; (c) Notwithstanding anything to the contrary in this Agreement, to the extent that the actual amount paid by Sellers to wind down the bankruptcy estate of Sellers for the aggregate amount of any (i) claims asserted pursuant to Section 503(b)(9) of the Bankruptcy Code, (ii) Taxes, $200,000 shall be deemed to be in consideration for all Intellectual Property and goodwill; (iii) fees and expenses of professionals engaged by Sellers$200,000 shall be deemed to be in consideration for the Acquired Owned Real Property located at 00000 XX Xxxxxxx 0, or Xxxxx, XX 00000; (iv) other $200,000 shall be deemed to be in consideration for the Acquired Owned Real Property located at 0000 X Xxxx Xx, Xxxxxxx, XX 00000; and (v) the Cash Payment less the amounts contemplated by the Wind-Down Budget (including administrative and priority claims not assumed by Purchaser), in each case, to the extent set forth therein andin Sections 2.1(a)(i) – At the Closing, in each case, whether due to settlement or otherwise is less than the Wind-Down Amount (the amount of such difference, the “Wind-Down Adjustment Amount”), the Purchaser shall be entitled to receive the Wind-Down Adjustment Amount, and, promptly following the determination of such amount (and in no event later than two (2) Business Days following such determination), Sellers shall deliver, or cause to be delivered, to Purchaser the Company an aggregate amount equal to (i) the Wind-Down Adjustment Amount Cash Payment (increased or decreased, as applicable and for the avoidance of doubt, by the items listed in cash by wire transfer clauses (A), (B) and (C) of immediately available funds to such bank account as shall be designated in writing by Purchaser.Section 2.1(a)(z)), minus