Common use of Purchase Price and Purchase Price Adjustment Clause in Contracts

Purchase Price and Purchase Price Adjustment. 2.2.1. The purchase price for the Purchased Interests (the "PURCHASE PRICE") shall equal Thirty Million Six Hundred and Fifty Thousand Dollars ($30,650,000) (the "INITIAL PURCHASE PRICE") as such amount is adjusted pursuant to Section 2.2.2, 2.2.3 and Section 2.4.3. 2.2.2. Attached as Exhibit VIII is an example of an ESTIMATED ADJUSTMENT STATEMENT that sets forth as of the Closing Date: (i) a good faith estimate of all accrued liabilities of SDC (including, without limitation, any liabilities for Taxes, any legal fees or other amounts owed to GECC, any outstanding principal and accrued interest of any indebtedness and the SDC Reclamation Fund Payable) other than up to One Million One Hundred Thousand Dollars ($1,100,000) of indebtedness of SDC under the TIC Note ("LIABILITIES"); (ii) a good faith estimate of the accrued gross revenues of SDC that will not have been received prior to the Closing Date ("ACCOUNTS RECEIVABLE"); (iii) the expenses of SDC that have been paid in advance (including property Taxes but excluding insurance) as prorated for the period following the Closing Date ("PREPAID EXPENSES"); and (iv) the Escrow Reserve Account Balances as of Closing and the calculation of any Escrow Reserve Account Excess or Escrow Reserve Account Shortfall. By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Purchaser shall prepare and deliver to Sellers an updated ESTIMATED ADJUSTMENT STATEMENT. The updated Estimated Adjustment Statement will be prepared on a basis consistent with the Financial Statements. Upon Purchaser's request Sellers will furnish Purchaser with the relevant Books and Reports and other information of Sellers and SDC reasonably necessary for Purchaser to prepare the updated Estimated Adjustment Statement. This good faith Estimated Adjustment Statement will be prepared solely based on, and in a form similar to, the most recent Financial Statements prepared by STEAMBOAT II & III SALE AND PURCHASE AGREEMENT Sellers and on the financial condition of SDC on that third business day prior the scheduled Closing Date and provided to Purchaser hereunder, which shall be prepared in good faith and in accordance with GAAP. 2.2.3. If the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth thereon, the Initial Purchase Price will be reduced by an amount equal to the excess. If the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any as set forth thereon, the Initial Purchase Price will be increased by an amount equal to the excess.

Purchase Price and Purchase Price Adjustment. 2.2.1. The (a) Subject to Sections 2.3(b) and (c) hereof, the purchase price for the Purchased Interests Assets (the "PURCHASE PRICEPurchase Price") shall equal Thirty be Forty Million Six Hundred and Fifty Thousand Dollars ($30,650,000) (the "INITIAL PURCHASE PRICE") 40,000,000), payable as such amount is adjusted pursuant to Section 2.2.2, 2.2.3 and Section 2.4.3. 2.2.2. Attached follows at Closing or as Exhibit VIII is an example of an ESTIMATED ADJUSTMENT STATEMENT that sets forth as of the Closing Dateotherwise provided: (i) a good faith estimate of all accrued liabilities of SDC (including, without limitation, any liabilities for Taxes, any legal fees or other amounts owed to GECC, any outstanding principal and accrued interest of any indebtedness and the SDC Reclamation Fund Payable) other than up to One Twenty Million One Hundred Thousand Dollars ($1,100,00020,000,000) in cash by wire transfer of indebtedness of SDC under the TIC Note ("LIABILITIES"); immediately available funds, plus (ii) a good faith estimate fixed number of shares of PCC Common Stock (the "PCC Stock Consideration") equal to (x) Ten Million Dollars ($ 1 0,000,000) divided by (y) the arithmetic average of the accrued gross revenues closing prices per share of SDC that will not have been received prior PCC Common Stock as reported on the American Stock Exchange for the sixty (60) consecutive trading days commencing on the first trading day following the date of execution of this Agreement, plus (iii) a contingent payment (the "Contingent Cash Payment"), equal to Ten Million Dollars ($10,000,000), payable in the event of an Affirmative Decision in the case of Turnxx Xxxadcasting Systems. Inc. v. FCC, No. 95-922 ("Turnxx x. FCC") on the later to occur of (x) the Closing Date and (y) thirty (30) days after any Final Decision that constitutes an Affirmative Decision. (b) Notwithstanding Section 2.3(a) hereof, in the event that there is any ruling by the United States Supreme Court in Turnxx x. FCC which is not an Affirmative Decision, then the aggregate Purchase Price set forth in Section 2.3(a) hereof payable to Sellers shall be reduced to Thirty Million Dollars ($30,000,000), such adjustment to be effected as follows: (i) If the adjustment required to be made to the Purchase Price arises on or before the Closing Date, then Sellers may elect to adjust the Purchase Price by (x) terminating PCC's obligation to issue the PCC Stock Consideration and electing that the Contingent Cash Payment be made at Closing or (y) terminating Buyer's obligation to make the Contingent Cash Payment, or (ii) if the adjustment required to be made to the Purchase Price arises after the Closing, then, within thirty (30) days after such decision, Sellers may elect to adjust the Purchase Price by (x) returning all of the shares of PCC Stock Consideration issued to Sellers at Closing upon the payment by Buyer to Sellers of the Contingent Cash Payment or (y) terminating the Buyer's obligation to make the Contingent Cash Payment. An election by Sellers to receive the Contingent Cash Payment or PCC Stock Consideration under this Section 2.3(b) shall be irrevocable once made, and any adjustment to the Purchase Price shall be made solely pursuant to Section 2.3(c), if applicable. (c) In the event the decision in Turnxx x. FCC is not an Affirmative Decision, but nevertheless such decision (a "ACCOUNTS RECEIVABLENon-Discretionary Carriage Decision!") results in the actual nondiscretionary requirement of carriage, or continuation of carriage, of the Station (not on an interim or temporary basis) by one or more cable television systems through no effort of the Station other than its election to be so carried (the cable homes on the cable television systems carrying the Station as a result of any such Non-Discretionary Carriage Decision being referred to herein as "Non-Discretionary Carriage Homes"); , the Purchase Price set forth in Section 2.3(b) shall be increased by either (iiii) if Sellers shall have elected option 2.3(b)(i)(y) or 2.3(b)(ii)(y) above, then an amount in cash equal to the product of (w) Ten Million Dollars ($10,000,000.00) and (x) a fraction whose numerator is the total number of Non-Discretionary Carriage Homes and the denominator of which is 1,301,430 (the "Adjustment Factor") or (ii) if Sellers shall have elected option 2.3(b)(i)(x) or 2.3(b)(ii)(x), a number of shares of PCC Common Stock equal to the product of (Y) the expenses PCC Stock Consideration and (Z) the Adjustment Factor, it being the intention of SDC the parties hereto that have been paid under no circumstances shall Buyer be required to pay more than Thirty Million Dollars ($30,000,000.00) of the Purchase Price, as adjusted pursuant to this Section 2.3(c), in advance (including property Taxes but excluding insurance) as prorated for cash. Any increase to the period following Purchase Price required to be made pursuant to the preceding sentence shall be made on the later to occur of the Closing Date ("PREPAID EXPENSES"); and (iv) the Escrow Reserve Account Balances as of Closing and the calculation of date that is thirty (30) days after any Escrow Reserve Account Excess or Escrow Reserve Account Shortfall. By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Purchaser shall prepare and deliver to Sellers an updated ESTIMATED ADJUSTMENT STATEMENT. The updated Estimated Adjustment Statement will be prepared on Final Decision that constitutes a basis consistent with the Financial Statements. Upon Purchaser's request Sellers will furnish Purchaser with the relevant Books and Reports and other information of Sellers and SDC reasonably necessary for Purchaser to prepare the updated Estimated Adjustment Statement. This good faith Estimated Adjustment Statement will be prepared solely based on, and in a form similar to, the most recent Financial Statements prepared by STEAMBOAT II & III SALE AND PURCHASE AGREEMENT Sellers and on the financial condition of SDC on that third business day prior the scheduled Closing Date and provided to Purchaser hereunder, which shall be prepared in good faith and in accordance with GAAPNon-Discretionary Carriage Decision. 2.2.3. If the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth thereon, the Initial Purchase Price will be reduced by an amount equal to the excess. If the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any as set forth thereon, the Initial Purchase Price will be increased by an amount equal to the excess.

Purchase Price and Purchase Price Adjustment. 2.2.1Purchase Price. The purchase price In consideration for the Purchased Interests sale, assignment, transfer and delivery of the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "PURCHASE PRICEClosing Cash Payment") shall equal Thirty ), of which: an amount of cash (but in any event not more than Thirty-Seven Million Six Hundred and Fifty Thousand Dollars ($30,650,00037,000,000)) (sufficient to fully repay all of the "INITIAL PURCHASE PRICE") as such amount is adjusted Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to Section 2.2.2, 2.2.3 and Section 2.4.3. 2.2.2. Attached as Exhibit VIII is an example of an ESTIMATED ADJUSTMENT STATEMENT that sets forth as which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing Date: (i) a good faith estimate directly to the holders of all accrued liabilities of SDC (including, without limitation, any liabilities for Taxes, any legal fees or other amounts owed to GECC, any outstanding principal and accrued interest of any indebtedness such Indebtedness against receipt by the Sellers and the SDC Reclamation Fund Payable) other than up Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable to One Million the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($1,100,000100,000) (which is intended to cover the fees and expenses of indebtedness the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part of SDC the Working Capital Escrow Fund under the TIC Note Escrow Agreement (the "LIABILITIESWorking Capital Escrow Cash"); the remainder shall be paid by the Purchaser directly to the Sellers at the Closing by wire transfer of immediately available funds; and Twelve Million Five Hundred Thousand Dollars (ii$12,500,000) a good faith estimate in shares (as such shares may be reduced pursuant to the proviso below, the "Consideration Shares") of the accrued gross revenues Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of SDC that will not have been received prior which, subject to the Closing Date proviso below: Four million Dollars ("ACCOUNTS RECEIVABLE"); (iii$4,000,000) shall be paid by the expenses of SDC that have been paid in advance (including property Taxes but excluding insurance) as prorated for the period following the Closing Date ("PREPAID EXPENSES"); and (iv) Purchaser by delivery to the Escrow Reserve Account Balances as of Closing and the calculation of any Escrow Reserve Account Excess or Escrow Reserve Account Shortfall. By or before 10:00 a.m. on the third Business Day prior Agent, pursuant to the scheduled Closing DateEscrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, Purchaser shall prepare and deliver to Sellers an updated ESTIMATED ADJUSTMENT STATEMENT. The updated Estimated Adjustment Statement will be prepared on of a basis consistent with number of shares (the Financial Statements. Upon Purchaser's request Sellers will furnish Purchaser with the relevant Books and Reports and other information of Sellers and SDC reasonably necessary for Purchaser to prepare the updated Estimated Adjustment Statement. This good faith Estimated Adjustment Statement will be prepared solely based on, and in a form similar to, the most recent Financial Statements prepared by STEAMBOAT II & III SALE AND PURCHASE AGREEMENT Sellers and on the financial condition of SDC on that third business day prior the scheduled Closing Date and provided to Purchaser hereunder, which shall be prepared in good faith and in accordance with GAAP. 2.2.3. If the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth thereon, the Initial Purchase Price will be reduced by an amount equal to the excess. If the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any as set forth thereon, the Initial Purchase Price will be increased by an amount equal to the excess."Working Capital