Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, the “Purchase Price”): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price shall be delivered as provided in ‎Section 2.10(a) and will be subject to adjustment as set forth in ‎Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section 2.11.

Purchase Price; Allocation of Purchase Price. On (a) In consideration of Seller's transfer of good and marketable title to, and delivery of, the Purchased Assets to Buyer, effective upon the Closing, Buyer shall (i) pay to Seller in cash at the Closing an amount equal to the sum of Six Million United States Dollars (U.S.$6,000,000) plus the amount of any Seller Closing Adjustment (as defined in Section 2.7(c) below), LESS (1) amounts constituting Closing Seller Liabilities (as defined in Section 2.6(a)(ii) below), (2) amounts owed to Buyer under the Loan Agreement and set off by Buyer, (3) amounts owed to Buyer under the Management Services Agreement and set off by Buyer, and (4) the amount of any Buyer Closing Adjustment (as defined in Section 2.7(c) below) (the "CLOSING CASH CONSIDERATION"); (ii) make payment on behalf of Seller of the Closing Seller Liabilities as provided in Section 2.6(a)(ii) below; (iii) assume the Assumed Liabilities (and no other Liabilities) of Seller; and (iv) agree, as provided in Article 12 of this Agreement, to pay Seller in cash, at the time provided in Article 12 of this Agreement, the Deferred Amount (as defined below) minus the amount of Damages that Buyer is entitled to recover from the Deferred Amount pursuant to Claims (as defined in Section 12.4) in accordance with Article 12 of this Agreement (the "PURCHASE PRICE"). As used herein, the "DEFERRED AMOUNT" means the sum of One Million United States Dollars (U.S.$1,000,000) in cash. The Parties acknowledge and agree that Buyer shall be the sole owner of the Deferred Amount and Seller has no right or interest therein until all or any portion of the Deferred Amount is required to be paid and released to Seller under the terms of Article 12 of this Agreement, and that subject to the conditions set forth in this Agreementprovisions of Article 12, Buyer shall, on its own behalf and shall be entitled to retain the Deferred Amount as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, a non-exclusive remedy in addition to the assumption by Buyer respect of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together Seller's indemnification obligations under this Article 12 in accordance with the Credit Release, the “Purchase Price”): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price shall be delivered as provided in ‎Section 2.10(a) and will be subject to adjustment as set forth in ‎Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section 2.11terms thereof.

Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration (a) The purchase price for the Purchased AssetsAssets (the "Purchase Price") is (i) an amount in cash equal to (A) $333.6 million, in addition of which Consumers shall pay $208.6 million and OI shall pay $125.0 million, plus (B) the June 30 Trade Payables minus (C) the Final Post-Filing Trade Payables and (ii) 490,000 shares of New Anchor common stock and 1,876,000 shares of New Anchor 10% preferred stock (collectively, the "Shares") (the terms of such 10% preferred stock being set forth on Appendix C) which Consumers shall cause New Anchor to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together Seller. Seller and Consumers each hereby acknowledge and agree that OI has and shall have no liability or obligation with the Credit Release, the “Purchase Price”): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect respect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”)Shares. The Purchase Price shall be delivered as provided in ‎Section 2.10(a) and will be subject to adjustment as provided in Section 2.09, and shall be paid as provided in Section 2.07. On the Closing Date, Buyers shall pay to Seller as provided in Section 2.07 an aggregate amount in cash (the "Estimated Purchase Price") equal to (i) $333.6 million (in the proportion specified in the first sentence of this Section 2.06(a)) plus (ii) the June 30 Trade Payables minus (iii) the Estimated Post-Filing Trade Payables plus or minus (iv) the amount set forth in ‎Section 2.11Section 2.06(b) below as the adjustment to the Estimated Purchase Price, and Consumers shall cause New Anchor to issue and deliver to Seller certificates representing the Shares. For If the avoidance June 30 Trade Payables exceed the Estimated Post-Filing Trade Payables, the amount of doubtsuch excess shall be paid by the Buyers in such proportion as they may jointly specify to Seller; provided that if Buyers fail to so specify, under no circumstances Buyers shall be jointly liable for the payment of the full amount of such excess. (b) Not less than three business days prior to the Closing Date, Seller shall deliver to Buyers a certificate, signed by the chief financial officer of Seller, setting forth Seller's good faith estimate of trade payables incurred subsequent to filing of the Petition and estimated to be in existence on the Closing Date (the "Estimated Post-Filing Trade Payables"), together with reasonable information supporting such estimate. Not less than three business days prior to the Closing Date, Seller shall deliver to Buyers a certificate signed by the Chief Financial Officer of Seller, setting forth Seller's good faith estimate of Final Net Assets of Seller using Seller's December 31, 1996 Balance Sheet ("Estimated Final Net Assets"). If June 30 Net Assets exceed Estimated Final Net Assets, the amount otherwise payable to Seller by Buyers at the Closing shall be reduced (to be allocated between them in accordance with their joint instructions), as an adjustment to the Estimated Purchase Price, the amount of such excess. If Estimated Final Net Assets exceed June 30 Net Assets, the applicable Buyer or any Buyers (in such proportion as Buyers shall jointly specify to Seller; provided that if Buyers fail to so specify, Buyers shall be jointly liable for the full amount of its Affiliates such excess) shall pay to Seller, as an adjustment to the Estimated Purchase Price, the amount of such excess. (c) As soon as practicable after the Closing, Buyers shall deliver to Seller a statement (the "Allocation Statement"), setting forth the value of the Purchased Assets, which shall be obligated to pay cash in satisfaction used for the allocation of the Purchase PricePrice (together with the Assumed Liabilities) among the Purchased Assets; provided that prior to the Closing Date, except if required as the result of transfer or similar taxes, Buyers and Seller shall agree as to the allocation for Fee Properties. (d) Seller shall have a period of 45 days after the delivery of the Allocation Statement to present in writing to Buyers notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be required binding on the parties without further adjustment, (e) If Seller shall raise any objections within the 45 day period, Buyers and Seller shall negotiate in good faith and use their best efforts to resolve such dispute. If the parties fail to agree within 15 days after the delivery of the notice, then the disputed items shall be resolved by ‎Section 2.11Price Waterhouse LLP, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized accountants chosen and mutually accepted by the parties (the "Accounting Referee"). The Accounting Referee shall resolve the dispute within 30 days of having the items referred to it. The costs, fees and expenses of the Accounting Referee shall be borne equally by Seller on the one hand and Buyers on the other. (f) Any adjustment made with respect to the Purchase Price pursuant to Section 2.09 of this Agreement shall be allocated in accordance with the determination mutually agreed by Seller and Buyers. In the event that an agreement is not reached within 15 days after the determination of Final Net Assets pursuant to Section 2.09(a), the disputed item(s) shall be resolved pursuant to Section 2.06(e) hereof. (g) Seller and Buyers each agree to report an allocation of such Purchase Price among the Purchased Assets in a manner entirely consistent with the Allocation Statement (including any adjustment made pursuant to Section 2.06(f) hereof), and agree to act in accordance with such Allocation Statement in the filing of all tax returns (including, without limitation, filing Form 8594 with its Federal income tax return for the taxable year that includes the date of the Closing) and in the course of any tax audit, tax review or tax litigation relating thereto. (h) Not later than 10 days prior to the filing of their respective Form 8594 relating to this transaction, each party shall deliver to the other parties a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, a) The purchase price (the “Purchase Price”): ) for the Purchased Assets shall be the sum of (i) 10,000,000 shares the Adjusted Cash Amount (of which $9,300,000 represents the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”purchase price for the Xxxxxxx/T&M Shares), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stockthe Inventory Value, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and Turnaround Expenditure Amount, (iv) a promissory note substantially in the form attached as Exhibit M hereto Accrued Vacation Adjustment (which amount may be positive or negative), and (v) the “GUC Distribution Note” and, together with negation of the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”)Retiree Medical Adjustment Amount. The Purchase Price shall be delivered paid as provided in ‎Section 2.10(a) Section 2.07 and will shall be subject to adjustment as provided in Section 2.08, Section 2.09 and Section 12.04. (b) As promptly as practicable, but not later than 90 days after the Closing, Buyer and Seller shall exchange their respective schedules allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets (other than the Xxxxxxx / T&M Shares, for which the purchase price is as set forth in ‎Section 2.11Section 2.06(a)) in accordance with Section 1060 of the Code (as to each of Buyer and Seller, the “Allocation”). For Buyer and Seller will make reasonable efforts to agree their respective Allocations for purposes of the avoidance preparation, filing and audit of doubtany Tax return (including the filing for Form 8594); provided, under no circumstances however, nothing in this Agreement shall require Buyer or any and Seller to agree to a common Allocation. (c) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section 2.11Form 8594.

Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration (a) The purchase price for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following Assets (together with the Credit Release, the “Purchase Price”):) is: (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) 80,000,000 in cash (the “Buyer Purchase Price Common StockCash Consideration”); (ii) warrants to acquire 810,811 900,171 shares of Buyer Parent Common Stock, substantially in the form attached as Exhibit K hereto Stock (the “Buyer WarrantsShare Consideration”);; and (iii) a promissory subordinated, unsecured note or loan of Parent in aggregate principal amount of $40,000,000, in substantially in the form attached as of Exhibit L B hereto (the “Buyer Takeback PaperNote”) (clauses (i) through (iii) collectively referred to as the “Closing Consideration”); and (iv) a promissory note substantially any Earn-Out Payments made in the form attached as Exhibit M hereto accordance with Section 2.11. (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). b) The Purchase Price Closing Consideration shall be delivered paid as provided in ‎Section 2.10(a) Section 2.07 and will the Cash Consideration shall be subject to adjustment as provided in Section 2.09. (c) As promptly as practicable but no later than 45 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets (including the assets of the Purchased Subsidiary deemed to have been purchased by Buyer for Tax purposes) in accordance with Section 1060 of the Code. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in ‎Section 2.11the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. For In the avoidance event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain the Chicago, Illinois office of doubtXxxxx Xxxxxxxx LLP or, under if Xxxxx Xxxxxxxx LLP does not accept the engagement, then another nationally recognized accounting firm with no circumstances shall prior relationship with either Buyer or Seller (the “Independent Allocation Referee”) to resolve the disputed items. Seller and Buyer agree that any such engagement agreement will provide that neither will have any ex parte communication with the Independent Allocation Referee. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Allocation Referee shall be borne one half by Buyer and one half by Seller. (d) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax Return (including filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing). (e) If an adjustment is made with respect to the Cash Consideration pursuant to Section 2.09 or any Earn-Out Payment is made pursuant to Section 2.11, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement with respect to such adjustment is not reached within 20 days after the determination of Final Closing Working Capital or the final determination of the Earn-Out Payment, as applicable, any disputed items shall be resolved in the manner described in Section 2.06(c). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(d). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section 2.11Form 8594.

Purchase Price; Allocation of Purchase Price. On (a) Upon the terms and subject to the conditions of this Agreement and in consideration of the sale, conveyance, assignment and transfer of the Acquired Assets to be sold to Buyer hereunder, Buyer will pay to Seller capital stock which the parties have valued at Six Million Dollars ($6,000,000) as follows: four hundred thousand (400,000) newly issued shares of Revlon, Inc. Class A Common Stock and four thousand three hundred thirty three (4,333) newly issued shares of Revlon, Inc.Series B Preferred Shares, with 433,333 votes in the aggregate, convertible into 433,333 shares of Class A Common Stock with the rights and preferences set forth in this Agreement, Buyer shall, on its own behalf and as agent for Exhibit C annexed (the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, the “Purchase Price”): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption"Series B Preferred Shares") (the “Buyer "Purchase Price Common Stock”); (iiPrice") warrants to acquire 810,811 shares it being understood that conversion of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price Preferred Shares shall be delivered as provided in ‎Section 2.10(a) and will be subject to adjustment as set forth in ‎Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction approval of the shareholders of Revlon, Inc. (b) As Seller intends to contribute the Purchase PricePrice to its indirect wholly-owned subsidiary REV Holdings Inc. ("REV"), except Buyer and REV (who Seller shall cause to do so) will on the Closing Date amend the Registration Rights Agreement dated as may of March 5, 1996 between Buyer and REV (the "Registration Rights Agreement") providing that the shares issued pursuant to Section 3.01(a) including any shares issuable upon the conversion of the Series B Preferred Shares into Class A shares shall be required by ‎Section 2.11"Registrable Securities" under said agreement.

Purchase Price; Allocation of Purchase Price. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, Buyer shallRalin shall sell to Sabratek, on its own behalf and as agent for the relevant Designated BuyersSabratek shall purchase from Ralin, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, the “Purchase Price”): (i) 10,000,000 100 shares of the Buyer’s common stock, par value $0.01 per share LWI Common Stock (“Buyer Common Stock”as defined in Section 2.3), representing 100% which shares of LWI Common Stock shall constitute all of the issued and outstanding Buyer shares of capital stock of LWI (the "Shares"). (b) The aggregate purchase price (the "Purchase Price") payable for all of the Shares shall be as follows: (i) $12,260,000 in cash (the "Cash Consideration"), plus (ii) 900,000 shares of unregistered Sabratek Common Stock (after giving effect as defined in Section 3.2), which shares shall be paid into escrow accounts at the Closing (as defined below) as set forth in Section 1.1(c) below (the "Share Consideration"). If, prior to the Buyer Closing, the outstanding shares of Sabratek Common Stock Redemption) (shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the “Buyer Purchase Price Common Stock”);Share Consideration. (iic) warrants Sabratek and Ralin agree to acquire 810,811 shares make a timely election under Section 338(h)(10) of Buyer Common Stockthe Code (as defined in Section 2.13) in respect to the purchase and sale of the Shares as provided in Section 5.12(f) of this Agreement. As a result the parties agree that for federal and state income tax purposes the transaction will be treated as a sale of assets by LWI and that any tax attributes of LWI (including but not limited to any net operating loss carryover) will not be transferred to Sabratek or survive with LWI, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”)but shall be retained by Ralin. The Purchase Price and the liabilities of LWI (plus other relevant items) shall be delivered allocated to the assets of LWI for all purposes (including tax and financial accounting) as provided shown on a schedule (the "Allocation Schedule") prepared in ‎Section 2.10(aaccordance with this Section 1.2(c). Within 60 days after the Closing Date, Sabratek shall prepare a draft of the Allocation Schedule and deliver such draft to Ralin for Ralin's review. The parties shall work together in good faith to resolve any disagreements regarding any of the allocations proposed by Sabratek in such draft. If, within 30 days after the date that Sabratek submits its draft of the Allocation Schedule to Ralin for Ralin's review, the parties are unable to resolve all disagreements regarding the allocations reflected thereon, then the disputed items shall be submitted to a Big 5 accounting firm mutually agreeable to Sabratek and Ralin for resolution, which firm shall resolve all disputed items within 30 days after such submission. Such firm's resolution of all disputed items shall be binding on Ralin and Sabratek, and the fees and expenses of such firm shall be borne equally by Sabratek and Ralin. Sabratek, Ralin and LWI will file all Tax Returns (including amended returns and claims for refund) and will be subject information reports (including Form 8023) in a manner consistent with the Allocation Schedule as finally determined pursuant to adjustment as set forth in ‎Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section 2.11this Section 1.2(c).

Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, the “Purchase Price”): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price shall be delivered as provided in ‎Section Section 2.10(a) and will be subject to adjustment as set forth in ‎Section Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by ‎Section Section 2.11.